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

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius and the consummation by Radius of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius and, except for approval of the Merger and adoption of this Agreement by 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 “Requisite Radius Stockholder Vote”), which will be obtained prior to Closing, no other corporate proceedings on the part of Radius are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius and, assuming it is a valid and binding obligation of MPMAC and Merger Sub, constitutes a valid and binding obligation of 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 filing of Form D with the Securities and Exchange Commission, and (y) the filing of the Certificate of Merger with the Secretary of State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius for the consummation by 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 Radius or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius Protea and the consummation by Radius Protea of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius Protea and, except for approval of this Agreement and the Merger and adoption of this Agreement by the affirmative vote of a majority of votes that holders of the outstanding shares of Radius Protea Common Stock and Radius Preferred Stock, as applicable, are entitled to cast (the “Requisite Radius Stockholder Vote”)cast, which will be obtained prior to Closing, no other corporate proceedings on the part of Radius Protea are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius Protea and, assuming it is a valid and binding obligation of MPMAC SRKP and Merger SubMergerCo, constitutes a valid and binding obligation of Radius 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 filing of Form D with the Securities and Exchange Commission, and (y) the filing of the Certificate of Merger with the Secretary of State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius Protea for the consummation by Radius 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 Radius Protea or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius OrangeHook and the consummation by Radius OrangeHook of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius OrangeHook and, except for approval of this Agreement and the Merger and adoption of this Agreement by the affirmative vote of a majority of votes that holders of the outstanding shares of Radius OrangeHook Common Stock and Radius OrangeHook Preferred Stock, as applicable, are entitled to cast (the “"Requisite Radius Stockholder OrangeHook Shareholder Vote”"), which will be obtained prior to Closing, no other corporate proceedings on the part of Radius OrangeHook are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius OrangeHook and, assuming it is a valid and binding obligation of MPMAC Nuvel and Merger Sub, constitutes a valid and binding obligation of Radius 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 filing of Form D with the Securities and Exchange Commission, and (y) the filing of the Certificate Articles of Merger with the Secretary of State of DelawareMinnesota, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius OrangeHook for the consummation by Radius 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 Radius OrangeHook or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of 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 Radius PLKD and Merger Sub, and the consummation by Radius PLKD and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board Boards of Directors of Radius and, except for approval of PLKD and Merger Sub. Subject only to the Merger and adoption of this Agreement by PLKD as the affirmative vote sole stockholder 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 “Requisite Radius Stockholder Vote”), which will be obtained prior to ClosingMerger Sub, no other further corporate proceedings actions on the part of Radius PLKD or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius PLKD and Merger Sub and, assuming it is a valid and binding obligation of MPMAC and Merger Subthe NGH, constitutes a valid and binding obligation of Radius 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 Florida Secretary of State of Delawareand 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 Radius PLKD or Merger Sub for the consummation by Radius 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 Radius PLKD or the Surviving Company Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Xxxxxxx has the requisite corporate power and authority to enter into this Agreement and the Certificate of Merger and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Certificate of Merger by Radius Xxxxxxx and the consummation by Radius Xxxxxxx of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Radius Xxxxxxx and, except for approval of this Agreement and the Merger and adoption of this Agreement by the affirmative requisite 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 “Requisite Radius Stockholder Vote”), which will be obtained prior to ClosingMichael's shareholders, no other corporate proceedings on the part of Radius Xxxxxxx are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius Xxxxxxx and, assuming it is a valid and binding obligation of MPMAC and Merger SubNSU, constitutes a valid and binding obligation of Radius Xxxxxxx 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 as set forth in Schedule 3.2, neither Xxxxxxx nor any of the Xxxxxxx Subsidiaries is subject to, or obligated under, any provision of (a) its Charter 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 be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, the Certificate of Merger, or the consummation of the transactions contemplated hereby or thereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Xxxxxxx. Except for (xa) the filing required by the HSR Act and the termination of any waiting period thereunder, (b) the filing with the SEC of a joint proxy statement in definitive form relating to the meetings of Michael's and NSU's shareholders to be held in connection with this Agreement and the transactions contemplated hereby, (c) the filing with the SEC of the Registration Statement and effectiveness of the Registration Statement, (d) the approval of the Merger, the Certificate of Merger and this Agreement by the requisite vote of the shareholders of Xxxxxxx (the "Requisite Xxxxxxx Shareholder Vote"), (e) approvals under applicable Blue Sky laws and filing of Form D with the Securities and Exchange Commissionlaws, and (yf) the filing of the Certificate of Merger with the Delaware Secretary of State of Delawarein accordance with the DGCL, and (g) such filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius Xxxxxxx or any of the Xxxxxxx Subsidiaries for the consummation by Radius Xxxxxxx 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 will not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Radius or the Surviving Company Xxxxxxx or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius the Company and the consummation by Radius the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius the Company and, except for approval of the Merger and adoption of this Agreement by the affirmative vote of holders of a majority of votes that holders of the outstanding shares of Radius Company Common Stock and Radius Preferred Stock, as applicable, are entitled to cast (the “Requisite Radius Company Stockholder Vote”), which vote will be obtained prior to Closing, no other corporate proceedings on the part of Radius the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius the Company and, assuming it is a valid and binding obligation of MPMAC Parent and Merger Sub, constitutes a valid and binding obligation of Radius 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 filing of Form D with the Securities and Exchange CommissionSEC, and (y) the filing of the Certificate of Merger with the Secretary of State 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 Radius the Company for the consummation by Radius 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 Radius the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of SRKP and 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 Radius SRKP and MergerCo, and the consummation by Radius SRKP and MergerCo of the transactions contemplated hereby have been duly authorized by the Board Boards of Directors of Radius and, except for approval of the Merger SRKP and adoption of this Agreement by 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 “Requisite Radius Stockholder Vote”), which will be obtained prior to Closing, no other MergerCo. No further corporate proceedings on the part of Radius SRKP or MergerCo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or will otherwise be sought by SRKP. This Agreement has been duly executed and delivered by Radius SRKP and MergerCo and, assuming it is a valid and binding obligation of MPMAC and Merger SubCougar, constitutes a valid and binding obligation of Radius SRKP and 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, Commission and (y) the filing of the Certificate of Merger with the Delaware Secretary of State of DelawareState, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius SRKP or MergerCo for the consummation by Radius SRKP or 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 Radius SRKP or the Surviving Company MergerCo, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of OXXX and 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 Radius OXXX and MergerCo, and the consummation by Radius OXXX and MergerCo of the transactions contemplated hereby have been duly authorized by the Board Boards of Directors of Radius and, except for approval of the Merger OXXX and adoption of this Agreement by 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 “Requisite Radius Stockholder Vote”), which will be obtained prior to Closing, no other MergerCo. No further corporate proceedings on the part of Radius OXXX or MergerCo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or will otherwise be sought by OXXX. This Agreement has been duly executed and delivered by Radius OXXX and MergerCo and, assuming it is a valid and binding obligation of MPMAC and Merger SubX-Factor, constitutes a valid and binding obligation of Radius OXXX and 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, Commission and (y) the filing of the Certificate of Merger with the Delaware Secretary of State of DelawareState, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius OXXX or MergerCo for the consummation by Radius OXXX or 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 Radius OXXX or the Surviving Company MergerCo, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius G&M and the consummation by Radius G&M of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius and, except G&M. Except for approval of this Agreement and the Merger and adoption of this Agreement by the affirmative vote of a majority of votes that holders of the outstanding shares of Radius G&M Common Stock and Radius G&M Preferred Stock, as applicable, Stock are entitled to cast (the “Requisite Radius G&M Stockholder Vote”), which will be obtained prior to Closing, no other corporate proceedings on the part of Radius G&M are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius G&M and, assuming it is a valid and binding obligation of MPMAC ECPN and Merger SubMergerCo, constitutes a valid and binding obligation of Radius 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 filing the effectiveness of the Form D S-4 Registration Statement filed with the Securities and Exchange Commission, and (y) the filing of the Certificate Articles of Merger with the Secretary of State of DelawareNevada, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius G&M for the consummation by Radius 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 Radius G&M or the Surviving Company Corporation or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius the Company and the consummation by Radius the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius the Company and, except for approval of the Merger and adoption of this Agreement by the affirmative vote of a majority two-thirds of votes that holders of the outstanding shares of Radius Company Common Stock and Radius Preferred Stock, as applicable, are entitled to cast (the “Requisite Radius Company Stockholder Vote”), which will be obtained prior to Closing, no other corporate proceedings (other than filings required with the Registrar for the Province of British Columbia, Canada) on the part of Radius the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius the Company and, assuming it is a valid and binding obligation of MPMAC Parent and Merger Sub, constitutes a valid and binding obligation of Radius 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 filing of Form D with the Securities and Exchange Commission, and (y) the filing of the Certificate of Merger with the Secretary of State of Delawarethe 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 Radius the Company for the consummation by Radius 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 Radius the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius Gold and Minerals and the consummation by Radius Gold and Minerals of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius and, except Gold and Minerals. Except for approval of this Agreement and the Merger and adoption of this Agreement by the affirmative vote of a majority of votes that holders of the outstanding shares of Radius Gold and Minerals Common Stock and Radius Preferred Stock, as applicable, are entitled to cast (the “Requisite Radius Gold and Minerals Stockholder Vote”), which will be obtained prior to Closing, no other corporate proceedings on the part of Radius Gold and Minerals are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius Gold and Minerals and, assuming it is a valid and binding obligation of MPMAC ECPN and Merger SubMergerCo, constitutes a valid and binding obligation of Radius Gold and 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 filing of Form D with the Securities and Exchange Commission, and (y) the filing of the Certificate Articles of Merger with the Secretary of State of DelawareNevada, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius Gold and Minerals for the consummation by Radius 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 Radius Gold and Minerals or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius the Company and the consummation by Radius the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius the Company and, except for approval of the Merger and adoption of this Agreement by the affirmative vote of a majority of votes that holders of the outstanding shares of Radius Company Common Stock and Radius Preferred Stock, as applicable, are entitled to cast (the “Requisite Radius Company Stockholder Vote”), which will be obtained prior to Closing, no other corporate proceedings on the part of Radius the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius the Company and, assuming it is a valid and binding obligation of MPMAC Parent and Merger Sub, constitutes a valid and binding obligation of Radius 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 filing of Form D with the Securities and Exchange CommissionSEC, and (y) the filing of the Certificate of Merger with the Secretary of State 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 Radius the Company for the consummation by Radius 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 Radius the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius the Company and the consummation by Radius the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius and, except for approval of the Merger Company and adoption of this Agreement by the affirmative vote of a majority of votes that holders of the outstanding shares of Radius Company Common Stock and Radius Company Preferred Stock, as applicable, are entitled to cast (the “Requisite Radius Company Stockholder Vote”), which will be obtained prior to Closing, and no other corporate proceedings on the part of Radius the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius the Company and, assuming it is a valid and binding obligation of MPMAC Parent and Merger Sub, constitutes a valid and binding obligation of Radius 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 filing of Form D with the Securities and Exchange Commission, and (y) the filing of the Certificate Articles of Merger with the Secretary of State of DelawareNevada, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius the Company for the consummation by Radius 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 Radius the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius the Company and the consummation by Radius the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius the Company and, except for approval of the Merger and adoption of this Agreement by the affirmative vote of a majority of votes that holders of the outstanding shares of Radius Common Stock and Radius Preferred Company Capital Stock, as applicable, are entitled to cast (the “Requisite Radius Company Stockholder Vote”), which will be obtained prior to Closing, no other corporate proceedings on the part of Radius the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius the Company and, assuming it is a valid and binding obligation of MPMAC Parent and Merger Sub, constitutes a valid and binding obligation of Radius 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 filing of Form D with the Securities and Exchange CommissionSEC, and (yii) the filing of the Certificate of Merger with the Secretary of State of DelawareDelaware 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 Radius the Company for the consummation by Radius 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 Radius the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius the Company and the consummation by Radius the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius the Company and, except for approval of the Merger and adoption of this Agreement by the affirmative vote of a majority of votes that holders of the outstanding shares of Radius Common Company Capital Stock and Radius Preferred Stock, as applicable, are entitled to cast (the “Requisite Radius Company Stockholder Vote”), which will be obtained prior to Closing, no other corporate proceedings on the part of Radius the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius the Company and, assuming it is a valid and binding obligation of MPMAC Parent and Merger Sub, constitutes a valid and binding obligation of Radius 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 filing of Form D with the Securities and Exchange CommissionSEC, and (yb) the filing of the Certificate of Merger with the Secretary of State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius the Company for the consummation by Radius 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 Radius the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Radius the Company and the consummation by Radius the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of Radius the Company and, except for approval of this Agreement and the Merger and adoption of this Agreement by the affirmative vote of a majority of votes that holders of the outstanding shares of Radius Company Common Stock and Radius Company Preferred Stock, as applicable, are entitled to cast (the “Requisite Radius Company Stockholder Vote”), which will be obtained prior to Closing, no other corporate proceedings on the part of Radius the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Radius the Company and, assuming it is a valid and binding obligation of MPMAC Parent and Merger Sub, constitutes a valid and binding obligation of Radius 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 filing of Form D with the Securities and Exchange Commission, and (y) the filing of the Certificate of Merger with the Secretary of State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Radius the Company for the consummation by Radius 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 Radius the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.