Common use of Authority Relative to this Agreement; Non-Contravention Clause in Contracts

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, and the consummation by MPMAC and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereof, no further corporate proceedings on the part of MPMAC or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAC. This Agreement has been duly executed and delivered by MPMAC and Merger Sub and, assuming it is a valid and binding obligation of Radius, constitutes a valid and binding obligation of MPMAC and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) the filing of the Certificate of Merger with the Delaware Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub for the consummation by MPMAC or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, Radius and the consummation by MPMAC and Merger Sub Radius of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC Radius and, except for approval of the Merger and Merger Sub. Subject only to the adoption of this Agreement by MPMAC the affirmative vote of a majority of votes that holders of the outstanding shares of Radius Common Stock and Radius Preferred Stock, as applicable, are entitled to cast (the sole stockholder of Merger Sub“Requisite Radius Stockholder Vote”), with respect which will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings on the part of MPMAC or Merger Sub Radius are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub Radius and, assuming it is a valid and binding obligation of RadiusMPMAC and Merger Sub, constitutes a valid and binding obligation of MPMAC and Merger Sub Radius enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission Commission, and (y) the filing of the Certificate of Merger with the Delaware Secretary of StateState of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub Radius for the consummation by MPMAC or Merger Sub Radius of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC Radius or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC Parent and Merger Sub, and the consummation by MPMAC Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC Parent and Merger Sub. Subject only to the adoption of this Agreement by MPMAC Parent as the sole stockholder of Merger Sub, with respect to which MPMAC will take Parent has taken appropriate action promptly following before the date hereofexecution and delivery of this Agreement, no further corporate proceedings on the part of MPMAC Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACParent. This Agreement has been duly executed and delivered by MPMAC Parent and Merger Sub and, assuming it is a valid and binding obligation of Radiusthe Company, constitutes a valid and binding obligation of MPMAC Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission SEC and (y) the filing of the Certificate of Merger with the Delaware Secretary of StateState of the State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC Parent or Merger Sub for the consummation by MPMAC Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, the Company and the consummation by MPMAC and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC and Merger Sub. Subject only to the adoption Company and, except for approval of this Agreement and the Merger by MPMAC the affirmative vote of a majority of votes that holders of the outstanding shares of Company Common Stock and Company Preferred Stock, as applicable, are entitled to cast (the sole stockholder of Merger Sub“Requisite Company Stockholder Vote”), with respect which will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings on the part of MPMAC or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub the Company and, assuming it is a valid and binding obligation of RadiusParent and Merger Sub, constitutes a valid and binding obligation of MPMAC and Merger Sub the Company enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission Commission, and (y) the filing of the Certificate of Merger with the Delaware Secretary of StateState of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub the Company for the consummation by MPMAC or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC OXXX and Merger Sub MergerCo has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC OXXX and Merger SubMergerCo, and the consummation by MPMAC OXXX and Merger Sub MergerCo of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC OXXX and Merger SubMergerCo. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereof, no No further corporate proceedings on the part of MPMAC OXXX or Merger Sub MergerCo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACOXXX. This Agreement has been duly executed and delivered by MPMAC OXXX and Merger Sub MergerCo and, assuming it is a valid and binding obligation of RadiusX-Factor, constitutes a valid and binding obligation of MPMAC OXXX and Merger Sub MergerCo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) the filing of the Certificate of Merger with the Delaware Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC OXXX or Merger Sub MergerCo for the consummation by MPMAC OXXX or Merger Sub MergerCo of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC OXXX or Merger SubMergerCo, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC ECPN and Merger Sub MergerCo has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC ECPN and Merger SubMergerCo, and the consummation by MPMAC ECPN and Merger Sub MergerCo of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC ECPN and Merger SubMergerCo. Subject only to Except for the adoption approval of this Agreement by MPMAC ECPN (as the sole stockholder shareholder of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereofMergerCo), no further corporate proceedings on the part of MPMAC ECPN or Merger Sub MergerCo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACECPN. This Agreement has been duly executed and delivered by MPMAC ECPN and Merger Sub MergerCo and, assuming it is a valid and binding obligation of RadiusGold and Minerals, constitutes a valid and binding obligation of MPMAC ECPN and Merger Sub MergerCo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) the filing of the Certificate Articles of Merger with the Delaware Nevada Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC ECPN or Merger Sub MergerCo for the consummation by MPMAC ECPN or Merger Sub MergerCo of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC ECPN or Merger SubMergerCo, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC SRKP and Merger Sub MergerCo has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC SRKP and Merger SubMergerCo, and the consummation by MPMAC SRKP and Merger Sub MergerCo of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC SRKP and Merger SubMergerCo. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereof, no No further corporate proceedings on the part of MPMAC SRKP or Merger Sub MergerCo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACSRKP. This Agreement has been duly executed and delivered by MPMAC SRKP and Merger Sub MergerCo and, assuming it is a valid and binding obligation of RadiusProtea, constitutes a valid and binding obligation of MPMAC SRKP and Merger Sub MergerCo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) the filing of the Certificate of Merger with the Delaware Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC SRKP or Merger Sub MergerCo for the consummation by MPMAC SRKP or Merger Sub MergerCo of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC SRKP or Merger SubMergerCo, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, the Company and the consummation by MPMAC and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC the Company and, except for approval of the Merger and Merger Sub. Subject only to the adoption of this Agreement by MPMAC the affirmative vote of holders of (i) a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis and (ii) a majority of the sole stockholder outstanding shares of Merger SubCompany Preferred Stock (collectively, with respect the “Requisite Company Stockholder Vote”), which vote will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings on the part of MPMAC or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub the Company and, assuming it is a valid and binding obligation of RadiusParent and Merger Sub, constitutes a valid and binding obligation of MPMAC and Merger Sub the Company enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission SEC, and (y) the filing of the Certificate of Merger with the Delaware Secretary of StateState of the State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub the Company for the consummation by MPMAC or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC Nuvel and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC Nuvel and Merger Sub, and the consummation by MPMAC Nuvel and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC Nuvel and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereof, no No further corporate proceedings on the part of MPMAC Nuvel or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACNuvel. This Agreement has been duly executed and delivered by MPMAC Nuvel and Merger Sub and, assuming it is a valid and binding obligation of RadiusOrangeHook, constitutes a valid and binding obligation of MPMAC Nuvel and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. Except for (x) approvals under applicable Blue Sky state securities or "blue sky" laws and the filing of Form D with the Securities and Exchange Commission and (y) the filing of the Certificate Articles of Merger with the Delaware Minnesota Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC Nuvel or Merger Sub for the consummation by MPMAC Nuvel or Merger Sub of the transactions contemplated by this AgreementMerger, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC or Nuvel and Merger SubSub (taken as a whole), or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC PLKD and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC PLKD and Merger Sub, and the consummation by MPMAC PLKD and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC PLKD and Merger Sub. Subject only to the adoption of this Agreement by MPMAC PLKD as the sole stockholder of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereof, no further corporate proceedings actions on the part of MPMAC PLKD or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC PLKD and Merger Sub and, assuming it is a valid and binding obligation of Radiusthe NGH, constitutes a valid and binding obligation of MPMAC PLKD and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (xi) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission SEC and (yii) the filing of the Certificate Articles of Merger with the Delaware Florida Secretary of StateState and as set forth on Schedule 4.2, no authorization, consent or approval of, or filing with, any public body, court court, Governmental Body or authority Self-Regulatory Organization is necessary on the part of MPMAC PLKD or Merger Sub for the consummation by MPMAC PLKD or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC PLKD or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, the Company and the consummation by MPMAC and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC the Company and, except for approval of the Merger and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder affirmative vote of Merger Suba majority of votes that holders of the outstanding shares of Company Common Stock, with respect are entitled to cast (the “Requisite Company Stockholder Vote”), which MPMAC will take appropriate action promptly following the date hereofbe obtained prior to Closing, no further other corporate proceedings on the part of MPMAC or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub the Company and, assuming it is a valid and binding obligation of RadiusParent and Merger Sub, constitutes a valid and binding obligation of MPMAC and Merger Sub the Company enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission SEC, and (y) the filing of the Certificate of Merger with the Delaware Secretary of StateState of the State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub the Company for the consummation by MPMAC or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC Parent and Merger Sub, and the consummation by MPMAC Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC Parent and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereof, Sub and no further corporate proceedings on the part of MPMAC Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACParent. This Agreement has been duly executed and delivered by MPMAC Parent and Merger Sub and, assuming it is a valid and binding obligation of Radiusthe Company, constitutes a valid and binding obligation of MPMAC Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) the filing of the Certificate Articles of Merger with the Delaware Nevada Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC Parent or Merger Sub for the consummation by MPMAC Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub (a) Xxxxx has the requisite corporate power and authority to enter into this Agreement, Agreement and to carry out perform its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, Xxxxx and the consummation by MPMAC and Merger Sub Xxxxx of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC Xxxxx and Merger Sub. Subject only by at least the minimum number of votes that would be necessary to authorize or take the adoption of actions contemplated by this Agreement by MPMAC as and the sole stockholder transactions contemplated hereby from the Stockholders of Merger SubXxxxx, with respect to which MPMAC will take appropriate action promptly following the date hereof, and no further other corporate proceedings on the part of MPMAC or Merger Sub Xxxxx are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC Xxxxx and Merger Sub andthe Founders, and assuming it is a valid and binding obligation of RadiusParent and Merger Sub, constitutes a valid and binding obligation of MPMAC Xxxxx and Merger Sub the Founders enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies remedies, generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) Other than the filing of the Certificate of Merger with the Delaware Secretary of StateState of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub Xxxxx for the consummation by MPMAC or Merger Sub Xxxxx of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC Xxxxx or Merger Sub, the Surviving Corporation or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, the Company and the consummation by MPMAC and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC the Company and, except for approval of the Merger and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder affirmative vote of Merger Subholders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Stockholder Vote”), with respect which vote will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings on the part of MPMAC or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub the Company and, assuming it is a valid and binding obligation of RadiusParent and Merger Sub, constitutes a valid and binding obligation of MPMAC and Merger Sub the Company enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission SEC, and (y) the filing of the Certificate of Merger with the Delaware Secretary of StateState of the State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub the Company for the consummation by MPMAC or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, the Company and the consummation by MPMAC and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC the Company and, except for approval of the Merger and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder affirmative vote of Merger Suba majority of votes that holders of the outstanding shares of Company Capital Stock are entitled to cast (the “Requisite Company Stockholder Vote”), with respect which will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings on the part of MPMAC or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub the Company and, assuming it is a valid and binding obligation of RadiusParent and Merger Sub, constitutes a valid and binding obligation of MPMAC and Merger Sub the Company enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies remedies, generally. Except for (xa) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission SEC, and (yb) the filing of the Certificate of Merger with the Delaware Secretary of StateState of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub the Company for the consummation by MPMAC or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out perform its obligations hereunder. The execution and delivery of this Agreement by MPMAC Parent and Merger Sub, and the consummation by MPMAC Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of MPMAC Parent and Merger Sub. Subject only to the adoption of this Agreement by MPMAC Parent as the sole stockholder of Merger SubSub and the adoption of the Parent Voting Matters by the affirmative vote of such number of votes of those who attend in person or by proxy and vote at the Parent Stockholder Meeting necessary to approve each of the Parent Voting Matters (the “Requisite Parent Stockholder Vote”), with respect obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further corporate proceedings on the part of MPMAC Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACParent. This Agreement has been duly executed and delivered by MPMAC Parent and Merger Sub and, assuming it is a valid and binding obligation of Radiusthe Company, constitutes a valid and binding obligation of MPMAC Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (xa) approvals under applicable Blue Sky “blue sky” laws and the filing of Form D with the Securities SEC, (b) approvals of the Principal Market to be obtained prior to the Effective Time, (d) the filing of the S-4 Registration Statement and Exchange Commission the Proxy Statement/Prospectus in accordance with the terms hereof, (d) filings with FINRA prior to the Effective Time and (ye) the filing of the Certificate of Merger with the Delaware Secretary of StateState of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC Parent or Merger Sub for the consummation by MPMAC Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out perform its obligations hereunder. The execution and delivery of this Agreement by MPMAC Parent and Merger Sub, and the consummation by MPMAC Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC Parent and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder Stockholders of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereof, Sub and no further corporate proceedings on the part of MPMAC Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACParent. This Agreement has been duly executed and delivered by MPMAC Parent and Merger Sub and, assuming it is a valid and binding obligation of RadiusXxxxx, constitutes a valid and binding obligation of MPMAC Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (xa) approvals under applicable Blue Sky “blue sky” laws and the filing of Form D with the Securities and Exchange Commission SEC, (b) the filing of the Merger 8-K in accordance with the terms hereof, (c) filings with FINRA prior to the Effective Time, if applicable, and (yd) the filing of the Certificate of Merger with the Delaware Secretary of StateState of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC Parent or Merger Sub for the consummation by MPMAC Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, G&M and the consummation by MPMAC and Merger Sub G&M of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC and Merger Sub. Subject only to the adoption G&M. Except for approval of this Agreement and the Merger by MPMAC as the sole stockholder affirmative vote of Merger Suba majority of votes that holders of the outstanding shares of G&M Common Stock and G&M Preferred Stock are entitled to cast (the “Requisite G&M Stockholder Vote”), with respect which will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings on the part of MPMAC or Merger Sub G&M are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub G&M and, assuming it is a valid and binding obligation of RadiusECPN and MergerCo, constitutes a valid and binding obligation of MPMAC and Merger Sub G&M enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing effectiveness of the Form D S-4 Registration Statement filed with the Securities and Exchange Commission Commission, and (y) the filing of the Certificate Articles of Merger with the Delaware Secretary of StateState of Nevada, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub G&M for the consummation by MPMAC or Merger Sub G&M of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC G&M or Merger Sub, the Surviving Corporation or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC SRKP and Merger Sub MergerCo has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC SRKP and Merger SubMergerCo, and the consummation by MPMAC SRKP and Merger Sub MergerCo of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC SRKP and Merger SubMergerCo. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereof, no No further corporate proceedings on the part of MPMAC SRKP or Merger Sub MergerCo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACSRKP. This Agreement has been duly executed and delivered by MPMAC SRKP and Merger Sub MergerCo and, assuming it is a valid and binding obligation of RadiusCougar, constitutes a valid and binding obligation of MPMAC SRKP and Merger Sub MergerCo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) the filing of the Certificate of Merger with the Delaware Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC SRKP or Merger Sub MergerCo for the consummation by MPMAC SRKP or Merger Sub MergerCo of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC SRKP or Merger SubMergerCo, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub a) SWS has the requisite corporate power and authority to enter into this Agreement, Agreement and to carry out perform its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, SWS and the consummation by MPMAC and Merger Sub SWS of the transactions contemplated hereby have been duly authorized by the Boards board of Directors directors of MPMAC SWS and Merger Sub. Subject only by at least the minimum number of votes that would be necessary to authorize or take the adoption of actions contemplated by this Agreement by MPMAC as and the sole stockholder transactions contemplated hereby from the shareholders of Merger SubSWS, with respect to which MPMAC will take appropriate action promptly following the date hereof, and no further other corporate proceedings on the part of MPMAC or Merger Sub SWS are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC SWS and Merger Sub andthe Sellers, and assuming it is a valid and binding obligation of RadiusParent and Merger Sub, constitutes a valid and binding obligation of MPMAC SWS and Merger Sub is enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies remedies, generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) Other than the filing of the Certificate Articles of Merger with the Delaware Secretary of StateState of California, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub SWS for the consummation by MPMAC or Merger Sub SWS of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC SWS or Merger Sub, the Surviving Entity or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, Protea and the consummation by MPMAC and Merger Sub Protea of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC and Merger Sub. Subject only to the adoption Protea and, except for approval of this Agreement and the Merger by MPMAC as the sole stockholder affirmative vote of Merger Suba majority of votes that holders of the outstanding shares of Protea Common Stock are entitled to cast, with respect which will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings on the part of MPMAC or Merger Sub Protea are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub Protea and, assuming it is a valid and binding obligation of RadiusSRKP and MergerCo, constitutes a valid and binding obligation of MPMAC and Merger Sub Protea enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission Commission, and (y) the filing of the Certificate of Merger with the Delaware Secretary of StateState of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub Protea for the consummation by MPMAC or Merger Sub Protea of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC Protea or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC ECPN and Merger Sub MergerCo has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC ECPN and Merger SubMergerCo, and the consummation by MPMAC ECPN and Merger Sub MergerCo of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC ECPN and Merger SubMergerCo. Subject only to Except for the adoption approval of this Agreement by MPMAC ECPN (as the sole stockholder of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereofMergerCo), no further corporate proceedings on the part of MPMAC ECPN or Merger Sub MergerCo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACECPN. This Agreement has been duly executed and delivered by MPMAC ECPN and Merger Sub MergerCo and, assuming it is a valid and binding obligation of RadiusG&M, constitutes a valid and binding obligation of MPMAC ECPN and Merger Sub MergerCo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing effectiveness of the Form D S-4 Registration Statement filed with the Securities and Exchange Commission for the distribution of the ECPN Common Stock, and (y) the filing of the Certificate Articles of Merger with the Delaware Nevada Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC ECPN or Merger Sub MergerCo for the consummation by MPMAC ECPN or Merger Sub MergerCo of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC ECPN or Merger SubMergerCo, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger SubMinn Shares, and the consummation by MPMAC and Merger Sub Minn Shares of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC Minn Shares and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereof, no further corporate proceedings on the part of MPMAC or Merger Sub Minn Shares are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACMinn Shares. This Agreement has been duly executed and delivered by MPMAC and Merger Sub Minn Shares and, assuming it is a valid and binding obligation of Radiusthe Company and the Members, constitutes a valid and binding obligation of MPMAC and Merger Sub Minn Shares enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) the filing of the Certificate of Merger with the Delaware Secretary of StateCommission, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub Minn Shares for the consummation by MPMAC or Merger Sub Minn Shares of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC or Merger SubMinn Shares, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, X-Factor and the consummation by MPMAC and Merger Sub X-Factor of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors and members of MPMAC and Merger Sub. Subject only to the adoption X-Factor and, except for approval of this Agreement and the Merger by MPMAC as the sole stockholder affirmative vote of Merger Suba majority of votes that holders of X-Factor Membership Interests are entitled to cast, with respect which will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings on the part of MPMAC or Merger Sub X-Factor are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub X-Factor and, assuming it is a valid and binding obligation of RadiusOXXX and MergerCo, constitutes a valid and binding obligation of MPMAC and Merger Sub X-Factor enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (xw) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and Commission; (x) the filing of a Certificate of Merger of Delaware with the Secretary of State of Delaware; (y) the filing of the a Certificate of Merger of New York with the Delaware Secretary of StateState of New York and (z) the consents set forth on Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub X-Factor for the consummation by MPMAC or Merger Sub X-Factor of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC X-Factor or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, the Company and the consummation by MPMAC and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC the Company and, except for approval of the Merger and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder affirmative vote of Merger Subtwo-thirds of votes that holders of the outstanding shares of Company Common Stock are entitled to cast (the “Requisite Company Stockholder Vote”), with respect which will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings (other than filings required with the Registrar for the Province of British Columbia, Canada) on the part of MPMAC or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub the Company and, assuming it is a valid and binding obligation of RadiusParent and Merger Sub, constitutes a valid and binding obligation of MPMAC and Merger Sub the Company enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and (y) the filing of the Certificate of Merger with the Delaware Secretary of StateState of the State of Nevada and filings required with the Registrar for the Province of British Columbia, Canada, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub the Company for the consummation by MPMAC or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, OrangeHook and the consummation by MPMAC and Merger Sub OrangeHook of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC and Merger Sub. Subject only to the adoption OrangeHook and, except for approval of this Agreement and the Merger by MPMAC the affirmative vote of a majority of votes that holders of the outstanding shares of OrangeHook Common Stock and OrangeHook Preferred Stock, as applicable, are entitled to cast (the sole stockholder of Merger Sub"Requisite OrangeHook Shareholder Vote"), with respect which will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings on the part of MPMAC or Merger Sub OrangeHook are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub OrangeHook and, assuming it is a valid and binding obligation of RadiusNuvel and Merger Sub, constitutes a valid and binding obligation of MPMAC and Merger Sub OrangeHook enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. Except for (x) approvals under applicable Blue Sky state securities or "blue sky" laws and the filing of Form D with the Securities and Exchange Commission Commission, and (y) the filing of the Certificate Articles of Merger with the Delaware Secretary of StateState of Minnesota, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub OrangeHook for the consummation by MPMAC or Merger Sub OrangeHook of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC OrangeHook or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC Parent and Merger Sub, and the consummation by MPMAC Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of MPMAC Parent and Merger Sub. Subject only to the adoption of this Agreement by MPMAC Parent as the sole stockholder of Merger SubSub and the adoption of the Domestication by a special resolution of Parent being the affirmative vote of two-thirds (2/3) of the votes of those who attend in person or by proxy and vote at an extraordinary general meeting of the members of Parent, with respect obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further corporate proceedings on the part of MPMAC Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMACParent. This Agreement has been duly executed and delivered by MPMAC Parent and Merger Sub and, assuming it is a valid and binding obligation of Radiusthe Company, constitutes a valid and binding obligation of MPMAC Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (xi) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission SEC and (yii) the filing of the Certificate Certificates of Merger and Domestication with the Delaware Secretary of State, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC Parent or Merger Sub for the consummation by MPMAC Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, the Company and the consummation by MPMAC and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC the Company and, except for approval of the Merger and Merger Sub. Subject only to the adoption of this Agreement by MPMAC as the sole stockholder affirmative vote of Merger Suba majority of votes that holders of the outstanding shares of Company Capital Stock, with respect are entitled to cast (the “Requisite Company Stockholder Vote”), which MPMAC will take appropriate action promptly following the date hereofbe obtained prior to Closing, no further other corporate proceedings on the part of MPMAC or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub the Company and, assuming it is a valid and binding obligation of RadiusParent and Merger Sub, constitutes a valid and binding obligation of MPMAC and Merger Sub the Company enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies remedies, generally. Except for (xi) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and SEC, (yii) the filing of the Certificate of Merger with the Delaware Secretary of StateState of Delaware and (iii) the consents set forth on Schedule 3.2 (the “Required Consents”), no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub the Company for the consummation by MPMAC or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub The Company has the requisite corporate power and authority to enter into this Agreement, Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, the Company and the consummation by MPMAC and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Company’s board of Directors of MPMAC and Merger Sub. Subject only to the adoption governors and, except for approval of this Agreement and the Merger by MPMAC as the sole stockholder requisite vote of Merger Sub, with respect to which MPMAC will take appropriate action promptly following the date hereofCompany’s members (the “Required Company Member Vote”), no further corporate other company proceedings on the part of MPMAC or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub the Company and, assuming it is a valid and binding obligation of RadiusSelect Video and Acquisition Co., constitutes a valid and binding obligation of MPMAC and Merger Sub the Company enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. The Company is not subject to, or obligated under, any provision of (a) its articles of organization, member control agreement or bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, except as would not have a Material Adverse Effect on the Company. Except for (xi) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission and blue sky laws, (yii) the filing of the Certificate Articles of Merger with the Delaware Secretary of Stateappropriate state authorities, and (iii) such other filings, authorizations or approvals as may be required by applicable state laws, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub the Company for the consummation by MPMAC or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC and Merger Sub, the Company and the consummation by MPMAC and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC the Company and Merger Sub. Subject only by the affirmative vote of a majority of votes that holders of the outstanding shares of Company Common Stock and Company Preferred Stock, as applicable, are entitled to cast (the adoption of this Agreement by MPMAC as the sole stockholder of Merger Sub“Requisite Company Stockholder Vote”), with respect to which MPMAC will take appropriate action promptly following the date hereof, and no further other corporate proceedings on the part of MPMAC or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC and Merger Sub the Company and, assuming it is a valid and binding obligation of RadiusParent and Merger Sub, constitutes a valid and binding obligation of MPMAC and Merger Sub the Company enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission Commission, and (y) the filing of the Certificate Articles of Merger with the Delaware Secretary of StateState of Nevada, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub the Company for the consummation by MPMAC or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of MPMAC and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by MPMAC Gold and Merger Sub, Minerals and the consummation by MPMAC Gold and Merger Sub Minerals of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of MPMAC Gold and Merger SubMinerals. Subject only to the adoption Except for approval of this Agreement and the Merger by MPMAC as the sole stockholder affirmative vote of Merger Suba majority of votes that holders of the outstanding shares of Gold and Minerals Common Stock are entitled to cast (the “Requisite Gold and Minerals Stockholder Vote”), with respect which will be obtained prior to which MPMAC will take appropriate action promptly following the date hereofClosing, no further other corporate proceedings on the part of MPMAC or Merger Sub Gold and Minerals are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by MPMAChereby. This Agreement has been duly executed and delivered by MPMAC Gold and Merger Sub Minerals and, assuming it is a valid and binding obligation of RadiusECPN and MergerCo, constitutes a valid and binding obligation of MPMAC Gold and Merger Sub Minerals enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the Securities and Exchange Commission Commission, and (y) the filing of the Certificate Articles of Merger with the Delaware Secretary of StateState of Nevada, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of MPMAC or Merger Sub Gold and Minerals for the consummation by MPMAC or Merger Sub Gold and Minerals of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on MPMAC Gold and Minerals or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.