Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Radius; (vii) guaranty of any obligation for borrowed money or otherwise; (viii) lease or agreement under which Radius is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $10,000; (ix) lease or agreement under which Radius is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business. (b) To Radius’s Knowledge, Radius has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in receipt of any claim of default under any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto.

Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, the Company is not a party (including after giving effect to the Company) to any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $25,000 or contract relating to severance pay for loans to officers, directors or affiliates; (c) contract under which the Company has advanced or loaned any such person; other Persons amounts in the aggregate exceeding $25,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien Lien on any material asset or group of assets of the assets of Radius; Company; (viie) guaranty Guarantee of any obligation for borrowed money (other than by the Company of a wholly-owned Subsidiary's debts or otherwise; a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any Subsidiary; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiih) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts25,000 except purchase orders from existing customers or to existing vendors, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is in either material to Radius’s business or was not entered into case in the ordinary course of business.; (bi) To Radius’s Knowledgeassignment, Radius license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has performed granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all material obligations of the contracts, agreements and instruments required to be performed by it listed thereon are valid, binding and enforceable in connection accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the contractspassage of time or the giving of notice or both would result in a default, understandings, arrangements breach or commitments required to be disclosed in Schedule 3.9 hereto and is not in receipt event of any claim of default noncompliance under any such contract, understanding, arrangement agreement or commitment required to be disclosed in Schedule 3.9 heretoinstrument listed on the CONTRACTS SCHEDULE; Radius none of the Company and its Subsidiaries has no any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge knowledge of any breach or anticipated breach by the other parties to any other such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract, understanding, arrangement contract or commitment required to be disclosed in Schedule 3.9 heretothe performance of which would have a Materially Adverse Effect.

Contracts and Commitments. (a) Except as set forth on Schedule 3.9 hereto lists 4.10, none of the following agreementsCompany, Newco or any of the Sold Subsidiaries is party to any: (i) Contract relating to any acquisition of a business, whether oral by acquisition of equity interests or writtenby asset acquisition, to by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which Radius is a partythe Company, which are currently in effect, and which relate to the operation of Radius’s business: Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (iii) collective bargaining agreement or contract with any labor union; similar Contract (ii) bonuseach, pension, profit sharing, retirement or other form of deferred compensation plan; a "Collective Bargaining Agreement"); (iii) stock purchase or stock option plan; (iv) contract Contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing for base compensation or relating to severance pay for any such person; other monetary compensation in excess in the aggregate of $75,000 per annum; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the assets of Radius; Sold Subsidiaries; (viiv) guaranty of any obligation for borrowed money lease, agreement or otherwise; (viii) lease or agreement other Contract under which Radius it is lessee of, of or holds or operates any property, real or personal, tangible personal property owned by any other party, for which the annual rental rent exceeds $10,000; 25,000; (ixvi) lease lease, agreement or agreement other Contract under which Radius it is lessor of, of or permits any third party to hold or operate, operate any personal property, real or personal, for which the annual rental rent exceeds $10,000; 25,000; (xvii) contract which prohibits Radius from freely engaging in business anywhere in Contract or group of related Contracts with the world; (xi) license agreement or agreement providing same party for the payment purchase of products or receipt of royalties or services (other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) To Radius’s Knowledge, Radius Buyer has performed been given access to a true and correct copy of all material obligations contracts required to be performed by it listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in connection breach of or default under any Material Contract (nor has any event occurred that, with the contractsgiving of notice or the passage of time or both would result in a breach or default by the Company, understandingsNewco or any Sold Subsidiary) and, arrangements or commitments required to be disclosed in the Company's Knowledge, the other party to each of the contracts listed on Schedule 3.9 hereto and 4.10 is not in receipt material breach of any claim or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of default under any contractthe Company, understandingNewco or one of the Sold Subsidiaries, arrangement or commitment required as applicable, and, to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no the Knowledge of any breach or anticipated breach by any other party to any contractthe Company, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoeach counterparty thereto.

Contracts and Commitments. (a) Except as provided on Schedule 3.9 hereto lists the following agreements6.13, whether oral or Seller is not a party to any currently effective written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: : (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (v) contract, agreement or understanding relating to the voting of Radius Common Stock instrument under which Seller has made any loans or Radius Preferred Stockadvances to, or extended credit or financing to, or investment in, any Person in excess of $50,000.00 in the election of directors of Radius; aggregate, other than routine advances to employees that do not exceed $5,000.00; (viii) contract, agreement or indenture instrument relating to the borrowing of money money, the receipt of credit or to mortgaging, pledging financing or otherwise the placing a lien Lien on any material asset, property or right or group of assets, properties or rights of Seller; (iii) guarantee of, or surety contract for, any Indebtedness; (iv) contract, purchase order, agreement or instrument or group of related contracts, agreements or instruments with the assets same party or group of Radius; affiliated parties, the performance of which involves consideration that in the aggregate exceeds $50,000.00; (v) assignment, license, indemnification, contract or agreement with respect to any material Intellectual Property rights that will be transferred to Buyer hereunder; (vi) contract, agreement or instrument under which Seller is lessee or lessor of any real property; (vii) guaranty of contract, agreement or instrument regarding any obligation for borrowed money material indemnification provided to or otherwise; by Seller that will be transferred to Buyer hereunder; (viii) lease material contracts, agreements or agreement under which Radius is lessee ofinstruments with a sales representative, manufacturer’s representative, promoter, sponsor, distributor, dealer, broker, sales agency, advertising agency or holds or operates any property, real or personal, owned by any other partyPerson engaged in sales, distributing or promotional activities to act on behalf of Seller or for which the annual rental exceeds $10,000; Seller to act of behalf of such person; (ix) lease any partnership or agreement under which Radius is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000; joint venture agreement; (x) power of attorney; (xi) contract which prohibits Radius or agreement relating to any merger, acquisition, disposition, consolidation, liquidation or dissolution of Seller or any interest therein or any of its material rights, properties or assets; (xii) contract or agreement (other than this Agreement) prohibiting Seller in any material respect from freely engaging in any business or competing anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; or (xiii) any contract or agreement for to enter into any of the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of businessforegoing. (b) To Radius’s Knowledge, Radius has performed all All of the foregoing material obligations required to be performed by it in connection with the contracts, understandingsagreements and instruments and those set forth on Schedule 6.16 are in full force and effect, arrangements or commitments required are valid and binding on Seller and, to be disclosed in Schedule 3.9 hereto and the Knowledge of the Seller Parties, the other person(s) party thereto. Seller is not in default under, in breach of, or in receipt of any written claim of default under or breach under, any such material contract, understandingagreement, arrangement or commitment required to be disclosed instrument. No event has occurred which, with the passage of time or the giving of notice or both, would result in Schedule 3.9 hereto; Radius has no present expectation a default, breach or intention event of not fully performing noncompliance by Seller under any such material obligation pursuant to any contract, understandingagreement, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no instrument. Seller Parties do not have Knowledge of any breach or anticipated breach by any other party to any such contract, understandingagreement, arrangement or commitment required instrument. Seller has not received any written notice of cancellation or non-renewal of any such material contract, agreement, arrangement or instrument. (c) Seller has provided Buyer access to be disclosed in a true, accurate and complete copy of each of the written contracts, agreements, arrangements and instruments that are referred to on Schedule 3.9 hereto6.13 and Schedule 6.16, together with all amendments, waivers, modifications, extensions or other changes thereto.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule or the attached Employee Benefits Schedule, no Security Party or any of its Subsidiaries is a party to or bound by any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $100,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which a Security Party or its Subsidiaries has advanced or loaned any such person; other Person amounts in the aggregate exceeding $25,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of the assets of Radius; a Security Party or its Subsidiaries; (viie) guaranty Guarantee of any obligation for borrowed money or otherwise; in excess of $50,000; (viiif) lease or agreement under which Radius a Security Party or any of its Subsidiaries is lessee of, or holds or operates lessor of any property, real or personal, owned by except for any other party, for lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 50,000; (ixg) lease assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (h) warranty agreement with respect to its services rendered or its products sold or leased; (i) agreement under which Radius it has granted any Person any registration rights (including demand and piggyback registration rights); (j) sales, distribution or franchise agreement; (k) material agreement with a term of more than six months which is lessor of, not terminable by a Security Party or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000of its Subsidiaries upon less than 30 days notice without penalty; or (xl) contract which prohibits Radius or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business. (bii) To Radius’s KnowledgeAll of the contracts, Radius has agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable against each Security Party or any of its Subsidiaries party thereto and to the best of its knowledge, against any other party thereto, in each case in accordance with their respective terms. Each Security Party and its Subsidiaries have performed all material obligations required to be performed by it them and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any material contract, understandingagreement or instrument to which such Security Party or any of its Subsidiaries is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance by such Security Party or any of its Subsidiaries under any material contract, agreement or instrument to be disclosed in Schedule 3.9 heretowhich such Security Party or any of its Subsidiaries is subject; Radius no Security Party or any of its Subsidiaries has no any present expectation or intention of not fully performing all such obligations; no Security Party or any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius of its Subsidiaries has no Knowledge knowledge of any breach or anticipated breach by the other parties to any material contract, agreement, instrument or commitment to which it is a party; no Security Party or any of its Subsidiaries has delivered or received written notice or oral notice to a Responsible Officer of, or has knowledge that any other party intends to deliver any notice of, termination or non-renewal of term under any material contract, agreement or instrument to which such Security Party or any of its Subsidiaries is subject; and no Security Party or any of its respective Subsidiaries is a party to any contract, understanding, arrangement contract requiring it to purchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates or any other materially adverse contract or commitment required to be disclosed in Schedule 3.9 heretoexcess of $100,000 in the aggregate for all such contracts or commitments.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as set forth on the following agreementsattached CONTRACTS SCHEDULE, whether oral or written, neither the Company nor any Subsidiary is party to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s businessany: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) stock purchase or purchase, stock option or similar plan; (iv) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time or consulting basis or relating to severance pay for any such personbasis; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vi) agreement or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien on any material portion of the assets of RadiusCompany's or any Subsidiary's assets; (viivi) guaranty of any obligation for borrowed money or otherwiseother material guaranty; (viiivii) lease or agreement under which Radius it is a lessee or lessor of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $10,000; (ix) lease or agreement under which Radius is lessor ofoperates, or permits any third party to hold or operate, any property, personal or real or personal, property for which the annual rental exceeds $10,00050,000; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xiviii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to Intellectual Property, including, without limitation, the acquisition and/or use by Radius of Intellectual Property rights and franchise agreements to which the Company or any of others or by others of Intellectual Property of Radiusits Subsidiaries is a party; or (xvix) other agreement which is either material to Radius’s business or was contracts not entered into in the ordinary course of businessbusiness that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviii) other material contracts. (b) To Radius’s KnowledgeBuyer either has been supplied with, Radius or has performed been given access to, a true and correct copy of all material written contracts which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto. (c) All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations required of the Company and/or its Subsidiaries, except where the failure of such contracts to be performed by it in connection with full force and effect and to constitute legal, valid and binding obligations would not, individually or in the contractsaggregate, understandingshave a Material Adverse Effect. Neither the Company nor any Subsidiary nor, arrangements or commitments required to be disclosed the Company's knowledge, any other party, is in Schedule 3.9 hereto and is not in receipt of any claim of default under any contractcontract listed on the attached CONTRACTS SCHEDULE, understandingexcept where such default would not have a Material Adverse Effect, arrangement and no event has occurred which, but for the passage of time or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention the giving of not fully performing any material obligation pursuant to any contractnotice, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretowould constitute such a default.

Contracts and Commitments. (a) Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Radius Parent or Merger Sub is a party, which are currently in effect, and which relate to the operation of RadiusParent’s business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (ivv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (vvi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Radius Parent Common Stock or Radius Preferred Stock, or the election of directors of RadiusParent; (viviii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of RadiusParent or Merger Sub; (viiix) guaranty of any obligation for borrowed money or otherwise; (viiix) lease or agreement under which Radius Parent or Merger Sub is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $10,00025,000; (ixxi) lease or agreement under which Radius Parent or Merger Sub is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,00025,000; (xxii) contract which prohibits Radius Parent or Merger Sub from freely engaging in business anywhere in the world; (xixiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius Parent or Merger Sub in connection with the any intellectual property rights listed in Schedule 3.22(b) heretorights; (xiixiv) contract or commitment for capital expenditures in excess of $10,00050,000; (xiiixv) agreement for the sale of any capital asset; (xivxvi) contracts, understandings, arrangements or commitments contract with respect Merger Sub any affiliate thereof which in any way relates to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of RadiusParent (other than for employment on customary terms); or (xvxvii) other agreement which is either material to RadiusParent’s business or was not entered into in the ordinary course of business. (b) To RadiusParent’s Knowledgeknowledge, Radius Parent and Merger Sub has performed all material obligations required to be performed by it them in connection with the contracts, understandings, arrangements contracts or commitments required to be disclosed in Schedule 3.9 hereto and is not in receipt of any claim of default under any contract, understanding, arrangement contract or commitment required to be disclosed in Schedule 3.9 hereto; Radius has under such caption, Parent and Merger Sub, where applicable, have no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement contract or commitment required to be disclosed in Schedule 3.9 hereto; under such caption, and Radius Parent has no Knowledge knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement contract or commitment required to be disclosed in Schedule 3.9 heretounder such caption.

Contracts and Commitments. (a) 2.7.1. Attached hereto as Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Radius 2.7 is a party, which are currently in effect, separate schedule containing an accurate and which relate to the operation of Radius’s business: complete list of: (i) collective bargaining agreement any contract, agreement, purchase order or other commitment for the purchase or sale by Seller of goods, property or services together with all amendments, waivers or other changes thereto.; (ii) any pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred compensation or other employee benefit plan, or any contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; ; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vi) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien on any material asset or material group of the assets of Radius; Seller; (viiiv) guaranty of any obligation for borrowed money or otherwise; (viii) lease or agreement under which Radius it is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 1,000; (ixv) any lease or agreement under which Radius it is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which the annual rental exceeds $10,000; owned or controlled by it; (xvi) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement all agreements providing for the payment services of an independent contractor to which Seller is a party or receipt by which it is bound; (vii) as of royalties a date no earlier than November 30, 1995 all of Seller's Accounts Receivables as previously referred to in Section 1.9 together with detailed information as to each such listed receivable which has been outstanding more than thirty (30) days; (viii) any and all other or other compensation additional contracts, commitments, agreements, arrangements, writings, guarantees, leases and licenses to which Seller is a party or by Radius which Seller or any of its property is bound. Each of the contracts, agreements, leases, licenses and commitments required to be listed on Schedule 2.7 (the "Contracts") is valid and binding, enforceable in connection accordance with the intellectual property rights listed its respective terms, in full force and effect and, except as otherwise specified in Schedule 3.22(b) hereto; (xii) contract 2.7, validly assignable to Purchaser without the consent, approval or commitment for capital expenditures in excess of $10,000; (xiii) agreement for act of, or the sale making of any capital asset; (xiv) contractsfiling with, understandingsany other person so that, arrangements or commitments with respect after the assignment thereof to Purchaser pursuant hereto, Purchaser will be entitled to the acquisition and/or use full benefits thereof. True and complete copies of all of the Contracts (together with any and all amendments thereto) have been delivered to Purchaser and initialed by Radius Seller's Secretary and identified with a reference to this Section of Intellectual Property this Agreement. To the best of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business. (b) To Radius’s Knowledgeits knowledge, Radius Seller has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in default under or in breach of or in receipt of any claim of default or breach under any contractof the Contracts and no event has occurred which with the passage of time or the giving of notice or both would result in a default, understandingbreach or event of noncompliance under any such Contract; Seller has no knowledge of any breach or anticipated breach by the other parties to any such Contract; and, arrangement to the best of its knowledge, Seller is not a party to any Contract for the purchase of goods or commitment services at a rate currently above market prices. 2.7.2. (i) Seller has performed in all material respects all obligations required to be disclosed performed by it and is not in Schedule 3.9 hereto; Radius default under or in breach of nor in receipt of any claim of default or breach under any agreement referred to in Section 2.7.1, (ii) no event has no present expectation occurred which with the passage of time or intention the giving of notice or both would result in a default, breach or event of noncompliance under any such agreement, and (iii) Seller does not fully performing have any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretosuch agreements.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or as set forth on the following agreements, whether oral or written, to which Radius attached "CONTRACTS SCHEDULE," no Acquired Company is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements other than any such arrangements as are set forth in either the EMPLOYEES SCHEDULE or the BENEFIT PLANS SCHEDULE; (ii) bonus, pension, profit sharing, retirement contract with any Affiliate or other form of deferred compensation plan; contract with any Contracted Nonprofit; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $50,000, other than at-will contracts without severance obligations, or contract relating to severance pay for loans to officers, directors or Affiliates; (iv) contract under which the Acquired Companies have advanced or loaned any such person; other Person amounts in the aggregate exceeding $25,000, other than trade credit extended in the Ordinary Course of Business; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vi) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any asset or group of assets of the assets of Radius; Acquired Companies other than Permitted Liens; (viivi) guaranty of any obligation for borrowed money or otherwise; obligation; (viiivii) lease or agreement under which Radius any Acquired Company is the lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease or agreement for real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 150,000; (ixviii) lease or agreement under which Radius any Acquired Company is the lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for owned or controlled by any Acquired Company; (ix) contract or group of related contracts (excluding purchase orders issued or received in the Ordinary Course of Business) with the same party or group of affiliated parties the performance of which the annual rental exceeds involves consideration in excess of $10,000; 1,000,000; (x) contract which prohibits Radius from freely engaging in business anywhere in assignment, license, indemnification, joint ownership or other agreement with respect to the world; intangible property (including, without limitation, any Proprietary Rights) of material value of any Acquired Company or of any third party; (xi) license agreement distribution or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; franchise agreement; (xii) contract or commitment for capital expenditures agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (xiii) agreement relating to the subcontracting (other than to mentors) to another Person of any of the Acquired Companies' obligations under any agreement listed on the CONTRACTS SCHEDULE; or (xiv) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business1,000,000 annually. (b) To Radius’s Knowledgethe Company's knowledge, Radius except as expressly contemplated by this Agreement or as set forth on the CONTRACTS SCHEDULE, no Contracted Nonprofit is a party to or bound by any written or oral contract relating to the provision of services to state, county, local or other governmental or quasi-governmental bodies (a "GOVERNMENT CONTRACT") for which a Contracted Nonprofit has also contracted with an Acquired Company to provide management or other services in support of such Government Contract. (c) All of the contracts, agreements and instruments set forth on the CONTRACTS SCHEDULE, as well as all contracts and agreements (or purported contracts and agreements) involving consideration in excess of $250,000 annually (collectively, "OTHER CONTRACTS") are valid, binding and enforceable against the Acquired Companies (or, if applicable, and to the knowledge of the Company, a Contracted Nonprofit) and, to the knowledge of the Company, the other parties thereto, in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and as limited by general principles of equity that restrict the availability of equitable remedies. Each Acquired Company (and, if applicable, to the Company's knowledge, each Contracted Nonprofit) has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in material default under or in breach of nor in receipt of any claim of default or breach under any such contract or agreement (or purported contract or agreement) or instrument. No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by any of the Acquired Companies or, to the knowledge of the Company, any other party under any such contract or agreement (or purported contract or agreement) or instrument. Except as set forth on the CONTRACTS SCHEDULE, with respect to each contract, understandingagreement, arrangement or commitment required instrument set forth on the Contracts Schedule as well as each Other Contract: (x) the acquisition of the stock and change in control of the Acquired Companies (as the case may be) as contemplated under this Agreement will not result in a breach of or default under any such contract, agreement, or instrument, or otherwise cause such contract, agreement, or instrument to cease to be disclosed legal, valid, binding, enforceable and in Schedule 3.9 heretofull force and effect on identical terms following the Closing; Radius (y) no Seller Entity or Acquired Company has no present expectation or received written notice of the intention of not fully performing any party to such contract, agreement, or instrument to cancel, terminate or renegotiate in any material obligation pursuant to respect any such contract, understanding, arrangement agreement or commitment required to be disclosed in Schedule 3.9 heretoinstrument; and Radius (z) to the knowledge of the Company, there has no Knowledge of not been any breach or anticipated breach by any other party to any such contract, understandingagreement or instrument. (d) The Seller has provided the Purchaser with a true and correct copy of all written contracts which are disclosed on the CONTRACTS SCHEDULE (other than contracts for which an Acquired Company is not a party or bound), arrangement in each case together with all amendments, waivers, or commitment required other changes thereto (all of which are disclosed on the CONTRACTS SCHEDULE). The CONTRACTS SCHEDULE contains an accurate and complete description of all material terms of all oral contracts referred to be disclosed in Schedule 3.9 heretotherein.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or as set forth on the following agreementsattached CONTRACTS SCHEDULE, whether oral or written, to which Radius neither the Company nor any of its Subsidiaries is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis or relating to severance pay for loans to officers, directors or Affiliates; (iii) contract under which the Company or any such person; of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets Company or any of Radius; its Subsidiaries; (viiv) guaranty of any obligation for borrowed money Guaranty, performance bond or otherwise; similar agreement; (viiivi) lease or agreement under which Radius the Company or any of its Subsidiaries is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; ; (ixvii) lease or agreement under which Radius the Company or any of its Subsidiaries is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any of its Subsidiaries; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiiviii) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into than purchase and sales orders incurred in the ordinary course of business; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than 30 days' notice without penalty and involves a consideration in excess of $10,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Company's capital stock or warrants, options or other rights to acquire any of the Company's capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xvi) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $25,000 annually. (b) To Radius’s KnowledgeAll of the contracts, Radius leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Company and its Subsidiaries has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, understandinglease, arrangement agreement or commitment required instrument to be disclosed which the Company or any of its Subsidiaries is subject, including but not limited to, any provisions in Schedule 3.9 heretoany contract, agreement or instrument concerning the Company's or its Subsidiaries' status as a Minority Owned Business Enterprise; Radius (ii) no event has no occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; (iii) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material obligation pursuant modification by the other party thereto or is subject to any contractpenalty, understanding, arrangement right of set-off or commitment required to be disclosed in Schedule 3.9 heretoother charge by the other party thereto for late performance or delivery; and Radius (v) neither the Company nor any Seller has no Knowledge knowledge of any breach or anticipated breach by the other parties to any other contract, lease, agreement, instrument or commitment to which they are parties. Neither the Company nor any of its Subsidiaries is a party to any contract, understanding, arrangement agreement or commitment required the performance of which could reasonably be expected to be disclosed in Schedule 3.9 heretohave a Material Adverse Effect. (c) Buyer or Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as set forth on the following agreementsattached CONTRACTS SCHEDULE, whether oral or written, to which Radius none of the Companies is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrange ments, contracts with any multi-employer organization or association for the purpose of collective bargaining or collective bargaining agreement administration, or subcontractor for whose non-compliance with collective bargaining agreements any of the Companies are liable; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis or relating to severance pay for loans to officers, directors or Affiliates; (iii) contract under which the Companies have advanced or loaned any such person; other Person amounts in the aggregate exceeding $25,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Companies; (viiv) guaranty of any obligation for borrowed money Guaranty, performance bond or otherwise; similar agreement; (viiivi) lease or agreement under which Radius the Companies is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (ixvii) lease or agreement under which Radius the Companies is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Companies; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiiviii) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts25,000, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into than purchase and sales orders incurred in the ordinary course of business; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the Companies upon less than 30 days' notice without penalty and involves a consideration in excess of $25,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Companies' capital stock or warrants, options or other rights to acquire any of the Companies' capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xvi) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $25,000 annually. (b) To Radius’s KnowledgeAll of the contracts, Radius leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and will be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Companies and their respective subcontractors has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, understandinglease, arrangement agreement or commitment required instrument to be disclosed which the Companies are subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in Schedule 3.9 heretoa default, breach or event of noncompliance by the Companies under any contract, lease, agreement or instrument to which the Companies are subject; Radius (iii) none of the Companies has no any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material obligation pursuant modification by the other party thereto or is subject to any contractpenalty, understanding, arrangement right of set-off or commitment required to be disclosed in Schedule 3.9 heretoother charge by the other party thereto for late performance or delivery; and Radius (v) neither the Companies nor any Seller has no Knowledge knowledge of any breach or anticipated breach by the other parties to any other contract, lease, agreement, instrument or commitment to which they are parties. None of the Companies is a party to any contract, understanding, arrangement agreement or commitment required the performance of which could reasonably be expected to be disclosed in Schedule 3.9 heretohave a Material Adverse Effect. (c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. 4.12.1. Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any Subsidiary is a party to or bound by any -------- written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $75,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $100,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or otherwise; a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 100,000; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for owned or controlled by the Company or any Subsidiary; (h) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which the annual rental exceeds $10,000; it has granted any Person any registration rights (xincluding, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or any Affiliate of any officer, director, stockholder or employee; (m) contract which prohibits Radius or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; ; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiin) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius200,000; or (xv) other agreement with a term of more than six months which is either material to Radius’s business not terminable by the Company or was not entered into in the ordinary course of businessany Subsidiary upon less than 30 days notice without penalty. (b) To Radius’s Knowledge, Radius has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in receipt of any claim of default under any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto.

Contracts and Commitments. (a) Except for the contracts or other agreements listed on the attached Schedule 3.9 hereto lists 3.12, none of the following agreements, whether oral or written, to which Radius Companies nor any of their Subsidiaries is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis or relating to severance pay for loans to officers, directors or Affiliates; (iii) contract under which either Company or any such person; of their respective Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or group of the assets of Radius; either Company or any of their Subsidiaries; (viiv) guaranty of any obligation for borrowed money or otherwise; Guaranty; (viiivi) lease or agreement under which Radius either Company or any of their Subsidiaries is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (ixvii) lease or agreement under which Radius either Company or any of their Subsidiaries is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which the annual rental exceeds $10,000; owned or controlled either Company or any of their Subsidiaries; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiiviii) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties, the performance of which involves consideration in the aggregate in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts100,000 annually, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into than purchase and sales orders incurred in the ordinary course of business; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights) granted or made to either Company or any of their respective Subsidiaries, or granted or made by either Company or any of their respective Subsidiaries to third parties, except licenses to the Companies or any of their Subsidiaries of commercially available, unmodified, “off the shelf” software used solely for the Companies’ and their Subsidiaries’ own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $10,000; (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) sales, distribution, manufacturing, supply or franchise agreement; (xii) agreement with a term of more than six months which is not terminable by the Companies or any of their Subsidiaries upon less than 30 days’ notice without penalty and involves a consideration in excess of $100,000 annually or $10,000 per month; (xiii) contract regarding voting, transfer or other arrangements related to either of the Companies’ or any Subsidiary’s Equity Interests or warrants, options or other rights to acquire any Equity Interests of either of the Companies or any of their Subsidiaries; (xiv) contract or agreement regarding any material indemnification provided to or by either of the Companies or any of their respective Subsidiaries, including any contract regarding any indemnification provided with respect to Environmental and Safety Requirements; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xvi) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $100,000 annually. (b) To Radius’s KnowledgeAll of the contracts, Radius leases, agreements and instruments set forth or required to be set forth on Schedule 3.12 are valid, binding and enforceable in accordance with their respective terms, and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on Schedule 3.12, (i) each of the Companies and each of their respective Subsidiaries has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, understandinglease, arrangement agreement or commitment required instrument to be disclosed which either of the Companies or any of their Subsidiaries is subject; (ii) to the Knowledge of the Companies, no event has occurred which with the passage of time or the giving of notice or both would result in Schedule 3.9 heretoa default, breach or event of noncompliance by either Company or any of their Subsidiaries under any contract, lease, agreement or instrument to which either Company or any of their Subsidiaries is subject; Radius (iii) neither the Companies nor any of their Subsidiaries has no any present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoall such obligations; and Radius has no (iv) the Companies do not have Knowledge of any breach or anticipated breach by any the other party parties to any contract, understandinglease, arrangement agreement, instrument or commitment to which either of them or any of their Subsidiaries are parties. There are no renegotiations of, attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the agreements and instruments set forth or required to be disclosed in set forth on Schedule 3.9 hereto3.12. (c) Buyer has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached Schedule 3.12, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule," as of the Closing, the Company is not a party to any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $50,000 or contract relating to severance pay for loans to officers, directors or affiliates; (c) contract under which the Company has advanced or loaned any such person; other Person amounts in the aggregate exceeding $50,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the assets of Radius; Company; (viie) guaranty guarantee of any obligation for borrowed money or otherwise; in excess of $50,000; (viiif) lease or agreement under which Radius the Company is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 50,000; (ixg) lease or agreement under which Radius the Company is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company; (xh) contract or group of related contracts with the same party or group of affiliated parties the performance of which prohibits Radius involves a consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xin) license any other agreement which is material to its operations and business prospects or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business50,000 annually. (bii) To Radius’s Knowledge, Radius has performed all material obligations required to be performed by it in connection with All of the contracts, understandingsagreements and instruments set forth on the Contracts Schedule are valid, arrangements binding and enforceable in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or commitments required to be disclosed similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in Schedule 3.9 hereto and is not in receipt of any claim of default under any contract, understanding, arrangement a proceeding at law or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto.in

Contracts and Commitments. (a) Except as set forth on Schedule 3.9 hereto lists 3.10(a) and except for agreements entered into by any Group Company after the following agreementsdate hereof in accordance with Section 5.01, whether oral no Group Company is party to or writtenbound by, to which Radius is a partynor are any of the Assets subject to, which are currently in effect, and which relate to the operation of Radius’s business: any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vi) agreement Contract or indenture relating to Indebtedness (including Indebtedness of the borrowing Group Companies or in respect of money which any Group Company is an obligee) or any letters of credit or similar instruments issued for the account of any Group Company or to mortgaging, pledging or otherwise placing a lien Lien on any portion of the assets of Radius; the Group Companies; (viiii) guaranty of any obligation for borrowed money or otherwise; other guaranty; (viiiiii) lease or agreement Contract under which Radius it is lessee oflessee, or holds or operates any property, personal property or real or personal, property owned by any other party, for which the annual rental exceeds $10,000; 50,000; (ixiv) lease or agreement Contract under which Radius it is lessor of, of or permits any third party to hold or operate, operate any property, personal property or real or personal, property for which the annual rental exceeds $10,000; 50,000; (xv) contract which prohibits Radius from freely engaging in Contract or group of related Contracts with any Specified Customer, Specified Vendor or Specified Reseller; (vi) Contract relating to any business anywhere in acquisition, or material acquisition of the world; capital stock or assets of another Person, completed or terminated by any Group Company within the last five (xi5) years or that is currently pending; (vii) license or royalty agreement or agreement providing relating to the use of any third party Intellectual Property that provides for the payment or receipt of royalties or other compensation annual payments by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures a Group Company in excess of $10,000; 75,000 during the trailing twelve (xiii12) agreement for month period ending on the sale date of any capital asset; the Latest Balance Sheet (xivother than (A) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not non-disclosure agreements entered into in the ordinary course Ordinary Course of Business, (B) intercompany agreements between any Group Companies, and (C) agreements for commercially available software); (viii) that contains any revenue sharing or profit sharing provision; (ix) other than purchase and sale orders received by the Group Companies in the Ordinary Course of Business, any contractual obligation (or group of related contractual obligations) for the purchase or sale of inventory, raw materials, commodities, supplies, goods, products, equipment or other personal property, in each case, with any Specified Customer or Specified Vendor; or (x) Contract that (A) restricts the Company or a Subsidiary from engaging in any line of business, developing, marketing or distributing products or services or obligates the Company or a Subsidiary not to compete with another Person or in any geographic area or during any period of time or that would otherwise limit the freedom of Parent or its Affiliates (including the Surviving Company) from engaging in any line of business after the Effective Time, (B) contains exclusivity obligations or restrictions binding on the Company or any of the Subsidiaries or that would be binding on Parent or any of its Affiliates (including the Surviving Company) after the Effective Time, (C) contains any “most favored nation” provision or grants to any Person a right of first refusal, a right of first refusal, right of first offer or an option to purchase, acquire, sell or dispose of any Assets (other than inventory in the Ordinary Course of Business) or (D) prohibits the Company or any of the Subsidiaries from hiring or soliciting for hire any group of employees or customers other than, with respect to any Contract that prohibits the Company or any of the Subsidiaries from hiring or soliciting for hire any group of employees, as may be entered into in the Ordinary Course of Business between any such Group Company and any vendor, independent contractor or placement agency to the applicable Group Company (which such prohibition applies to the Group Companies only, and not Affiliates of the Group Companies); (xi) collective bargaining agreement with respect to its employees; (xii) Contract relating to any interest rate, foreign exchange, derivatives or hedging transaction; (xiii) Contract that contains any indemnification rights or obligations, or credit support relating to such indemnification rights or obligations, other than any of such indemnification rights or obligations incurred in the Ordinary Course of Business; (xiv) Contract with any U.S federal Governmental Entity; (xv) Contract pursuant to which the Company or any of the Subsidiaries has an obligation to make an investment in or loan to any other Person; (xvi) partnership, joint venture, limited liability company or other similar agreements or arrangements (including any agreement providing for joint research, development or marketing); and (xvii) settlement agreements entered into within the past three (3) years (other than transition agreements with employees of any the Group Companies entered into the Ordinary Course of Business). (b) To Radius’s KnowledgeThe Parent either has been supplied with, Radius or has performed been given access to, a true and correct copy of all written Contracts that are referred to on Schedule 3.10(a) (collectively, the “Material Contracts”). Each Material Contract is in full force and effect and is a valid and binding obligation of, and enforceable against, the Group Company that is a party thereto and, to the knowledge of the Company, is a valid and binding obligation of, and enforceable against, each other party thereto. (c) No Group Company has in any material obligations required respect, violated or breached, or committed any default under (or is alleged to be performed by it in connection with default or breach in any material respect under), any Material Contract. To the contractsknowledge of the Company, understandingsno other Person has, arrangements in any material respect violated or commitments required breached, or committed any default under (or is alleged to be disclosed in Schedule 3.9 hereto default or breach in any material respect under), any Material Contract. No event or circumstance has occurred and is not continuing through any Group Company’s actions or inactions that would result in receipt a material violation or breach of any claim of default under any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge the provisions of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoMaterial Contract.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any Subsidiary is a party to or bound by any -------- written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $75,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $100,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or otherwise; a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 100,000; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for owned or controlled by the Company or any Subsidiary; (h) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which the annual rental exceeds $10,000; it has granted any Person any registration rights (xincluding, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or any Affiliate of any officer, director, stockholder or employee; (m) contract which prohibits Radius or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiin) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius200,000; or (xv) other agreement with a term of more than six months which is either material to Radius’s business not terminable by the Company or was not entered into in the ordinary course of businessany Subsidiary upon less than 30 days notice without penalty. (bii) To Radius’s KnowledgeAll of the contracts, Radius has agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with ------------------ their respective terms in all material respects. The Company and each Subsidiary have performed all material obligations required to be performed by it them and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any material contract, understandingagreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to be disclosed in Schedule 3.9 heretowhich the Company or any Subsidiary is subject and; Radius neither the Company nor any Subsidiary has no any present expectation or intention of not fully performing all such obligations; neither the Company nor any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius Subsidiary has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any material contract, understandingagreement, arrangement instrument or commitment required to be disclosed in Schedule 3.9 heretowhich it is a party.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or any Related Documents or as set forth on Item 4.16 of the following agreementsDisclosure Schedule, whether oral or writtenas of the date of this Agreement, to which Radius neither Crown nor any of its Subsidiaries is a party, which party to any written or oral agreement (all items set forth thereon are currently in effect, and which relate referred to the operation of Radius’s business: as "Material Agreements"): (i) collective bargaining agreement pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $100,000 or contract relating to severance pay for loans to officers, directors, shareholders or Affiliates; (iii) contract under which it has advanced or loaned any such person; other Person amounts in the aggregate exceeding $100,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien an Encumbrance on any material asset or material group of the assets of Radius; assets; (viiv) guaranty guarantee of any obligation for borrowed money obligation; (vi) lease, sublease, license or otherwise; (viii) lease or other agreement under which Radius it is lessee ofor sublessee or licensee of or holds, or holds uses, occupies or operates any property, real or personal, owned by any other party, except for any such agreement relating to real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 100,000; (ixvii) lease lease, sublease, license or other agreement under which Radius it is lessor of, or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate, operate any property, real or personal, for which the annual rental exceeds owned or controlled by it in excess of $10,000; 100,000; (viii) assignment, license or indemnification with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (ix) warranty agreement with respect to its services rendered or its products sold or leased; (x) agreement under which it has granted any Person any registration rights or similar rights (including piggyback rights) or co-sale or similar rights in respect of any of its securities; (xi) sales, distribution or franchise agreements involving amounts in excess of $100,000; (xii) agreement with a term of more than six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in excess of $100,000; (xiii) contract which prohibits Radius or agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the world; ; (xixiv) license contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of its Interests with any officer, director, employee, or holder of Interests; (xv) joint venture, partnership or similar agreement providing for the payment involving a sharing of profits or receipt of royalties expenses; or (xvi) any other agreement which is material to its operations and business prospects or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business100,000 annually. (b) To Radius’s KnowledgeTrue and complete copies of all written Material Agreements, Radius and accurate and complete summaries of the material terms of all oral Material Agreements, have been made available to ▇▇▇▇▇▇ or its counsel. Except as set forth on Item 4.16 of the Disclosure Schedule, or where the failure would not have a Material Adverse Effect on Crown, all of the Material Agreements set forth on such Item 4.16 are in full force and effect and are valid, binding and enforceable against Crown and each of its Subsidiaries in accordance with their respective terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). Each of Crown and each of its Subsidiaries has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any of its Subsidiaries is in connection with the contractsdefault under or in breach of, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and nor is not any of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the passing of time, the giving of notice, or both would constitute a breach or default under any contract, understanding, arrangement or commitment required such Material Agreement to which it is subject which would reasonably be disclosed in Schedule 3.9 heretoexpected to have a Material Adverse Effect on Crown; Radius neither Crown nor any of its Subsidiaries has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any contract, understanding, arrangement or commitment required Material Agreement to which it is a party which would be disclosed in Schedule 3.9 heretoreasonably expected to have a Material Adverse Effect on Crown.

Contracts and Commitments. (i) Except as set forth on SCHEDULE 6.11 or as expressly contemplated by this Agreement, as of each Closing, neither the Company nor any Subsidiary is a party to any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan providing for deferred or other compensation to employees or any other employee benefit plan, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement or any contract with any labor union; ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis or contract relating to severance pay for any such person; loans to officers, directors or affiliates; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vic) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viid) guaranty guarantee of any obligation for borrowed money obligation; (e) contract under which the Company or otherwise; Subsidiary has advanced or loaned any Person amounts in the aggregate exceeding $10,000; (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 100,000; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any Subsidiary; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiih) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves a consideration in excess of $10,000; 100,000; (xiiii) assignment, license, indemnification or agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or by others of Intellectual Property of Radius; or (xvconfidential information) other agreement which is either material to Radius’s business or was not entered into than in the ordinary course of business; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including piggyback rights); (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world or imposing any obligation of exclusivity upon the Company or any Subsidiary or requiring the Company or any Subsidiary to provide preferred or most favored nations terms to any client or customer; (m) sales agency or brokerage agreement; (n) agreement or arrangement with any Related Party; (o) agreement imposing any indemnity obligation upon the Company or any Subsidiary; or (p) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $100,000 annually. (bii) To Radius’s Knowledge, Radius has The Company and each Subsidiary have performed all material obligations required to be performed by it them and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not material breach of nor in receipt of any claim of default or breach under any contractmaterial agreement or other material instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a material default, understanding, arrangement breach or commitment required event of noncompliance under any material agreement or other material instrument to be disclosed in Schedule 3.9 heretowhich the Company or any Subsidiary is subject; Radius neither the Company nor any Subsidiary has no any present expectation or intention of not fully performing all such obligations; neither the Company nor any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius Subsidiary has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any contract, understanding, arrangement contract or commitment required to be disclosed in Schedule 3.9 heretowhich it is a party.

Contracts and Commitments. (a) Schedule 3.9 hereto 2.7 lists the following agreements, if any, whether oral or written, to which Radius Dakota Plains is a party, which are currently in effect, and which relate to the operation of Radius’s businessthe business of Dakota Plains: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form forms of deferred compensation planplans; (ii) hospitalization insurance or other welfare benefit plans or practices, whether formal or informal; (iii) stock purchase or stock option planplans; (iv) contract contracts for the employment of any officer, individual employee or other person Person on a full-time or consulting basis or relating to severance pay for any such personPerson; (v) contractconfidentiality agreements; (vi) contracts, agreement agreements or understanding understandings relating to the voting of Radius Common DP Stock or Radius Preferred Stock, or the election of directors of RadiusDakota Plains; (vivii) agreement agreements or indenture indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any of the assets of RadiusDakota Plains; (viiviii) guaranty guaranties of any obligation for borrowed money or otherwise; (viiiix) any lease or agreement under which Radius Dakota Plains is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $10,00050,000; (ixx) any lease or agreement under which Radius Dakota Plains is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,00050,000; (xxi) contract contracts which prohibits Radius prohibit Dakota Plains from freely engaging in business anywhere in the world; (xixii) license agreement lease, license, participation or agreement similar agreements or arrangements, or agreements providing for the payment or receipt of royalties or other compensation by Radius or for Dakota Plains in connection with the intellectual property rights, mineral rights listed in Schedule 3.22(b) hereto(including oil and natural gas rights), or any other assets of Dakota Plains; (xiixiii) contract contracts or commitment commitments for capital expenditures in excess of $10,00050,000; (xiiixiv) agreement agreements for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) any other agreement which is either material to Radius’s the business of Dakota Plains or was not entered into in the ordinary course of business. (b) To Radius’s Knowledgethe Knowledge of Dakota Plains, Radius Dakota Plains has performed performed, in all material respects, the obligations required to be performed by it in connection with the contracts, understandings, arrangements contracts or commitments required to be disclosed in Schedule 3.9 hereto 2.7 and is not in receipt of any claim of default under any contract, understanding, arrangement contract or commitment required to be disclosed in Schedule 3.9 heretounder such caption; Radius Dakota Plains has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement contract or commitment required to be disclosed in Schedule 3.9 heretounder such caption; and Radius Dakota Plains has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement contract or commitment required to be disclosed in Schedule 3.9 heretounder such caption.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as set forth on the following agreementsattached CONTRACTS SCHEDULE, whether oral or written, to which Radius none of the Companies is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis or relating to severance pay for loans to officers, directors or Affiliates; (iii) contract under which the Companies have advanced or loaned any such person; other Person amounts in the aggregate exceeding $10,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Companies; (viiv) guaranty of any obligation for borrowed money or otherwise; Guaranty; (viiivi) lease or agreement under which Radius the Companies is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for the Realty Leases and any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; ; (ixvii) lease or agreement under which Radius the Companies is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Companies (x) contract which prohibits Radius from freely engaging in business anywhere other than any lease to a subcontractor in the world; ordinary course of business involving annual consideration of less than $10,000 per year); (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiiviii) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into than purchase and sales orders incurred in the ordinary course of business; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the Companies upon 30 days' or less notice without penalty and involves a consideration in excess of $10,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Companies' capital stock or warrants, options or other rights to acquire any of the Companies' capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xvi) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. (b) To Radius’s KnowledgeExcept to the extent set forth on the CONTRACTS SCHEDULE, Radius all of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and will be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights or general principles of equity. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Companies has performed in all material respects all obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, understandinglease, arrangement agreement or commitment required instrument to be disclosed which the Companies are subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in Schedule 3.9 heretoa default, breach or event of noncompliance by the Companies under any contract, lease, agreement or instrument to which the Companies are subject; Radius (iii) none of the Companies has no any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material obligation pursuant modification by the other party thereto or is subject to any contractpenalty, understanding, arrangement right of set-off or commitment required to be disclosed in Schedule 3.9 heretoother charge by the other party thereto for late performance or delivery; and Radius (v) neither the Companies nor any Seller has no Knowledge knowledge of any breach or anticipated breach by the other parties to any other contract, lease, agreement, instrument or commitment to which the Companies are parties. None of the Companies is a party to any contract, understanding, arrangement agreement or commitment required where performance by the Companies under such contract, agreement or commitment could reasonably be expected to be disclosed in Schedule 3.9 heretohave a Material Adverse Effect. (c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or any Related Documents or as set forth on Item 4.16 of the following agreementsDisclosure Schedule, whether oral or writtenas of the date of this Agreement, to which Radius neither Crown nor any of its Subsidiaries is a party, which party to any written or oral agreement (all items set forth thereon are currently in effect, and which relate referred to the operation of Radius’s business: as "Material Agreements"): (i) collective bargaining agreement pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $100,000 or contract relating to severance pay for loans to officers, directors, shareholders or Affiliates; (iii) contract under which it has advanced or loaned any such person; other Person amounts in the aggregate exceeding $100,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien an Encumbrance on any material asset or material group of the assets of Radius; assets; (viiv) guaranty guarantee of any obligation for borrowed money obligation; (vi) lease, sublease, license or otherwise; (viii) lease or other agreement under which Radius it is lessee ofor sublessee or licensee of or holds, or holds uses, occupies or operates any property, real or personal, owned by any other party, except for any such agreement relating to real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 100,000; (ixvii) lease lease, sublease, license or other agreement under which Radius it is lessor of, or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate, operate any property, real or personal, for which the annual rental exceeds owned or controlled by it in excess of $10,000; 100,000; (viii) assignment, license or indemnification with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (ix) warranty agreement with respect to its services rendered or its products sold or leased; (x) agreement under which it has granted any Person any registration rights or similar rights (including piggyback rights) or co-sale or similar rights in respect of any of its securities; (xi) sales, distribution or franchise agreements involving amounts in excess of $100,000; (xii) agreement with a term of more than six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in excess of $100,000; (xiii) contract which prohibits Radius or agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the world; ; (xixiv) license contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of its Interests with any officer, director, employee, or holder of Interests; (xv) joint venture, partnership or similar agreement providing for the payment involving a sharing of profits or receipt of royalties expenses; or (xvi) any other agreement which is material to its operations and business prospects or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business100,000 annually. (b) To Radius’s KnowledgeTrue and complete copies of all written Material Agreements, Radius and accurate and complete summaries of the material terms of all oral Material Agreements, have been made available to Hens▇▇ ▇▇ its counsel. Except as set forth on Item 4.16 of the Disclosure Schedule, or where the failure would not have a Material Adverse Effect on Crown, all of the Material Agreements set forth on such Item 4.16 are in full force and effect and are valid, binding and enforceable against Crown and each of its Subsidiaries in accordance with their respective terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). Each of Crown and each of its Subsidiaries has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any of its Subsidiaries is in connection with the contractsdefault under or in breach of, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and nor is not any of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the passing of time, the giving of notice, or both would constitute a breach or default under any contract, understanding, arrangement or commitment required such Material Agreement to which it is subject which would reasonably be disclosed in Schedule 3.9 heretoexpected to have a Material Adverse Effect on Crown; Radius neither Crown nor any of its Subsidiaries has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any contract, understanding, arrangement or commitment required Material Agreement to which it is a party which would be disclosed in Schedule 3.9 heretoreasonably expected to have a Material Adverse Effect on Crown.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or as set forth on the following agreementsattached CONTRACTS SCHEDULE, whether oral the Company is not a party to or written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: Sellers' knowledge bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis or relating to severance pay for loans to officers, directors or Affiliates; (iii) contract under which the Company has advanced or loaned any such person; other Person amounts in the aggregate exceeding $10,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company; (viiv) guaranty of any obligation for borrowed money Guaranty, performance bond or otherwise; similar agreement; (viiivi) lease or agreement under which Radius the Company is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; ; (ixvii) lease or agreement under which Radius the Company is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiiviii) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into than purchase and sales orders incurred in the ordinary course of business; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the Company upon 30 or less days' notice without penalty and involves a consideration in excess of $10,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Company's capital stock or warrants, options or other rights to acquire any of the Company's capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xvi) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $25,000 annually. (b) To Radius’s KnowledgeAll of the contracts, Radius leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and shall not be materially adversely affected by the consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) the Company has performed all material obligations required to be have been performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, understandinglease, arrangement agreement or commitment required instrument to be disclosed which the Company is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in Schedule 3.9 heretoa material default, breach or event of noncompliance by the Company under any contract, lease, agreement or instrument to which the Company is subject; Radius (iii) the Company has no present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material obligation pursuant modification by the other party thereto or is subject to any contractpenalty, understanding, arrangement right of set-off or commitment required to be disclosed in Schedule 3.9 heretoother charge by the other party thereto for late performance or delivery; and Radius has no Knowledge (v) neither the Company nor Sellers have knowledge of any breach or anticipated breach by the other parties to any other contract, lease, agreement, instrument or commitment to which they are parties. The Company is not a party to any contract, understanding, arrangement agreement or commitment required the performance of which could reasonably be expected to be disclosed in Schedule 3.9 heretohave a Material Adverse Effect. (c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Radius is a party2.09(a), which are currently contains a complete and accurate list as of the date hereof of all Contracts of the type noted in effectthis Section 2.09(a), and which relate none of the Company or its Subsidiaries are, as of the date of this Agreement, a party to the operation of Radius’s business: any: (i) labor-related Contract with any union or labor organization, including any collective bargaining agreement agreement, card check agreement, recognition agreement, neutrality agreement, memorandum of agreement, memorandum of understanding or contract with any labor union; other Contracts; (ii) bonus, pension, profit sharingsharing or retirement plan, retirement other than any Multiemployer Plan or other form of deferred compensation plan; any Company Plan, whether or not set forth in Section 2.14 or the Schedules relating thereto; (iii) stock purchase or stock option plan; (iv) contract Contract for the employment of any Company Employee (except, as it relates to any former employee, only to the extent of ongoing Liability), or any Contract for the service or engagement of any officer, individual employee director, or independent contractor, in either case, providing for a base salary, or in the case of any officer, director, or independent contractor, total compensation, in excess of $200,000 per annum, except for any (A) such Contracts that are terminable upon notice of sixty (60) days or less by the Company or a Subsidiary without liability or financial obligation or (B) any Company Plan, or except as set forth in Section 2.14 or the Schedules relating thereto; (iv) Contract, agreement, indenture or other person on a full-time or consulting basis or relating to severance pay for any such person; (v) contract, agreement or understanding relating to evidence of Indebtedness of the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vi) agreement or indenture relating to the borrowing of money Company and its Subsidiaries or to mortgaging, pledging or otherwise placing a lien Lien (other than a Permitted Lien (except for a Permitted Lien set forth in clauses (d), (e), (k) or (n) of the definition thereof)) on any portion of the assets or equity of Radius; the Company or its Subsidiaries; (viiv) guaranty of any obligation of a third party for borrowed money or otherwise; other guaranty; (viiivi) lease or agreement Contract under which Radius it is lessee of, or holds or operates any property, real or personal, personal property owned by any other partyPerson, for which the annual aggregate rental exceeds payments exceed (or are expected to exceed) $10,000; 100,000 in a twelve (ix12)-month period; (vii) lease or agreement Contract under which Radius it is lessor of, of or permits any third party Person to hold or operate, operate any property, real or personal, for ; (viii) Contracts pursuant to which the Company or any of its Subsidiaries (A) grants to a third-party any right, license, consent or covenant not to sue with respect to any Intellectual Property (other than Contracts in under $150,000 and non-exclusive licenses granted by or to customers or vendors in the Ordinary Course of Business), or (B) is granted by any third party, any right, license, consent or covenant not to sue with respect to any Intellectual Property (excluding licenses of commercially available, off-the-shelf software available on standard terms with an annual rental exceeds aggregate fee of less than $10,000; 500,000 or licenses which have an annual aggregate fee of less than $250,000); (ix) Contracts that provide for (A) the creation, discovery, development or reduction to practice by the Company or any of its Subsidiaries for any other Person, or for the Company or any of its Subsidiaries by any other Person, of material Intellectual Property (including any joint development) or (B) the assignment or other transfer of any material Intellectual Property to or from the Company or any of its Subsidiaries, in each case (A) and (B), other than the Personnel IP Contracts; (x) contract which prohibits Radius from freely engaging Contracts prohibiting, limiting, curtailing or restricting the ability of the Company or its Subsidiaries to engage in any business, to operate in any geographical area or to compete with any Person in any geographic area or line of business anywhere in or restrict the world; Persons to whom the Company or its Subsidiaries may sell products or deliver services; (xi) license agreement Contracts relating to the acquisition or agreement providing disposition (whether by merger, purchase, sale of equity, sale of assets or otherwise) of any Person or equity or material assets or business or line of business or any real property entered into in during the past five (5) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or assets or equity or business or line of business, in each case for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures consideration in excess of $10,000; 250,000; (xii) joint venture Contract, partnership agreement, limited liability company agreement, strategic alliance agreement or other similar Contract with a third party; (xiii) agreement Contracts providing for the sale grant of an option or a first-refusal, first-offer or similar preferential right to purchase, lease or acquire any capital asset; material asset of the Company and its Subsidiaries; (xiv) contractsContracts granting exclusivity, understandings"most-favored nation", arrangements "take or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others pay", or by others of Intellectual Property of Radius; or similar rights; (xv) Contract with any Person (A) that is a sole source supplier to the Company and its Subsidiaries, (B) from which the Company and its Subsidiaries source all or substantially all of their supply of any material product or service or (C) that requires the Company or any of its Subsidiaries to use any supplier or third party for all or a specified percentage of any of the Company's or its Subsidiaries' requirements or needs; (xvi) Contracts to which any present or former director, officer, employee, stockholder or holder of derivative securities of the Company and its Subsidiaries, or any member of any such Person's immediate family, or any entity owned or controlled by any such Person, is a party, excluding any Company Plan; (xvii) Contracts in respect of any settlement, coexistence agreement or similar agreement with any Governmental Body or other agreement Person containing obligations yet to be performed or completed by either or both parties; (xviii) Contracts with any Material Supplier; (xix) Contracts with any Governmental Body; (xx) Contracts under which is either the Company or its Subsidiaries has advanced or loaned any amount to any of its directors, managers, officers, Affiliates or employees; (xxi) Contracts with vendors that are material to Radius’s business the operation of the Company's and its Subsidiaries' e-commerce business, including the webhosting platform; (xxii) any Contract with a marketing or was not entered into advertising agency involving aggregate consideration in excess of $1,000,000 on an annual basis; (xxiii) Contracts with the ordinary course SPAC or its Affiliates or other parties to the Termination Agreement or Business Combination Agreement; or (xxiv) any written offer or proposal which, if accepted, would constitute any of businessthe foregoing. (b) To Radius’s Knowledge, Radius has performed all material obligations Each of the Contracts listed or required to be performed by it listed on Schedule 2.09(a) (each, a "Material Contract") is in connection with the contractsfull force and effect, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not the legal, valid and binding obligation of either the Company or a Subsidiary which is party thereto, and, to the knowledge of the Company, of the other parties thereto enforceable against each of them in receipt accordance with its terms. Except as set forth on Schedule 2.09(b), none of any claim of the Company or its Subsidiaries is in material breach or material default under any contractMaterial Contract, understandingand, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention the knowledge of not fully performing any material obligation pursuant the Company, none of the other party(ies) to any contract, understanding, arrangement or commitment required to be disclosed Material Contract is in Schedule 3.9 hereto; and Radius has no Knowledge of any material breach or anticipated material default thereunder nor has any notice of material breach by or material default been threatened in writing or, to the knowledge of the Company, threatened orally (including, in each case, as a result of COVID-19 or COVID-19 Measures). Except as set forth on Schedule 2.09(b), no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or material default on the part of the Company, or any Subsidiary or, to the knowledge of the Company, any other party(ies) under any Material Contract. (i) No party to any contractMaterial Contract has exercised in writing (or, understandingto the knowledge of the Company, arrangement orally) any termination rights with respect thereto and (ii) no party to any Material Contract has given written notice of any dispute with respect to any Material Contract. The Company has made available to Purchaser true and correct copies of each Material Contract, together with all amendments, modifications or commitment required to be disclosed supplements thereto and all waivers of any of the terms thereof, and, in Schedule 3.9 heretothe case of any oral Contracts, an accurate summary of the key and material terms thereof.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or as set forth on the following agreementsattached CONTRACTS SCHEDULE, whether oral the Company is not a party to or written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis or relating to severance pay for loans to officers, directors or Affiliates; (iii) contract under which the Company has advanced or loaned any such person; other Person amounts in the aggregate exceeding $10,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company; (viiv) guaranty of any obligation for borrowed money or otherwise; Guaranty; (viiivi) lease or agreement under which Radius the Company is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; ; (ixvii) lease or agreement under which Radius the Company is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiiviii) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into than purchase and sales orders incurred in the ordinary course of business; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the Company upon less than 30 days' notice without penalty and involves a consideration in excess of $10,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Company's capital stock or warrants, options or other rights to acquire any of the Company's capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xvi) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $25,000 annually. (b) To Radius’s KnowledgeAll of the contracts, Radius leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) the Company has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required prior to be disclosed in Schedule 3.9 hereto Closing and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, understandinglease, arrangement agreement or commitment required instrument to be disclosed which the Company is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in Schedule 3.9 heretoa default, breach or event of noncompliance by the Company under any contract, lease, agreement or instrument to which the Company is subject; Radius has no (iii) the Company does not have any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material obligation pursuant modification by the other party thereto or is subject to any contractpenalty, understanding, arrangement right of set-off or commitment required to be disclosed in Schedule 3.9 heretoother charge by the other party thereto for late performance or delivery; and Radius (v) the Company has no Knowledge knowledge of any breach or anticipated breach by the other parties to any other contract, lease, agreement, instrument or commitment to which they are parties. Except as disclosed on the MATERIAL ADVERSE EFFECT SCHEDULE, the Company is not a party to any contract, understanding, arrangement agreement or commitment required the performance of which could reasonably be expected to be disclosed in Schedule 3.9 heretohave a Material Adverse Effect. (c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement Except as expressly contemplated by this Agreement, or as set forth in the Disclosure Letter, and to the best of such Stockholder's knowledge, as of the Closing the Company, or Subsidiaries will not be a party to, or bound by, any currently effective written or oral: (A) pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred, incentive or other compensation to employees or any other employee benefit plan, or any contract with any labor union; ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivB) contract for the employment of any officer, individual employee employee, or other person or entity on a full-time time, part-time, consulting or consulting other basis which, in any way, restricts or limits its right to terminate such contract at will (but such schedule need not disclose the existence of any law, public policy, or any oral discussions, or oral statements of policy which might, under current law, be interpreted as imposing upon the Company any covenant of good faith and fair dealing, or otherwise generally restrict the Company's ability to terminate its employees other than on an "at-will" basis or relating to severance pay for any such person; within sixty (v60) contract, agreement or understanding relating to the voting days following delivery of Radius Common Stock or Radius Preferred Stock, or the election a notice of directors of Radius; termination); (viC) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging pledging, transfer of a security interest, or otherwise placing a lien on any material asset or material group of assets of the assets of Radius; Company; (viiD) guaranty guarantee of any obligation for borrowed money or otherwise; obligation; (viiiE) lease or agreement under which Radius it is the lessee of, of or holds or operates any property, real or personal, owned by any other party, for ; but there may be excluded from such Schedule leases or agreements under which the aggregate annual rental exceeds payments of the Company do not, in the aggregate, exceed $10,000; 50,000; (ixF) lease agreement or agreement under group of related agreements with the same party or any group of parties who are affiliated, which Radius is lessor of, requires an aggregate payment by or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000; Company in an amount in excess of (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others purchase or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into sales orders in the ordinary course of business, $100,000 and (y) with respect to any other contracts, $25,000; (G) warranty agreement of the Company with respect to services provided or products sold, licensed or leased by the Company as seller, licensor or lessor; (H) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (I) any other agreement which is material to the Company's business. (bii) To Radius’s Knowledge, Radius has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and Such Stockholder is not in receipt of any claim of default under any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other a party to any contractoral or written contract which prohibits, understandingor materially restricts or limits his performance of his or her duties or the fulfillment of his or her obligations as an employee, arrangement director or commitment required an officer of the Company or Subsidiary. (iii) Except as specifically anticipated by this Agreement and except for their indemnity agreements as directors of the Company which shall survive the Closing or as set forth in the Disclosure Letter, such Stockholders, his or her family members or any Affiliate of such Stockholder is not a party to be disclosed in Schedule 3.9 heretoany oral or written contract with the Company or a Subsidiary thereof.

Contracts and Commitments. (i) The Company is in compliance with all applicable employee, tax and environmental laws, except as expressly set forth in the Company's SEC filings or on the attached Disclosure Schedule and neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (iib) bonus, pension, profit sharing, retirement contract or other form of deferred compensation plan; commitment (iiiwhether written or oral) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $100,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which the Company or a Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $10,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money or otherwise; obligation; (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; ; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for owned or controlled by the Company or any Subsidiary; (h) contract or group of related contracts with the same party or group of affiliated parties the performance of which the annual rental exceeds involves consideration in excess of $10,000; ; (xi) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rights); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty; (n) contract which prohibits Radius or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xio) license any other agreement which is material to its operations and business prospects or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business25,000 annually. (bii) To Radius’s KnowledgeAll of the contracts, Radius has agreements and instruments set forth in the Company's SEC filings or in the Disclosure Schedule are valid, binding and enforceable in accordance with their respective terms. Except as set forth in the Company's SEC filings or in the attached Disclosure Schedule, the Company and each Subsidiary have performed all material obligations required to be performed by it them and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any contract, understandingagreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required to be disclosed in Schedule 3.9 heretoevent of noncompliance by the Company or any Subsidiary under any contract, agreement or instrument; Radius neither the Company nor any Subsidiary has no any present expectation or intention of not fully performing all such obligations; neither the Company nor any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius Subsidiary has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any contract, understandingagreement, arrangement instrument or commitment required commitment; and neither the Company nor any Subsidiary is a party to be disclosed in Schedule 3.9 heretoany materially adverse contract or commitment. (iii) The Purchaser' special counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Section 2.18 of the Disclosure Schedule 3.9 hereto lists contains a true and complete list of all of the following agreements, whether oral or written, Contracts to which Radius the Company or any of its Subsidiaries is a partyparty or by or to which any of them or their assets or Properties are or may be bound or subject, which are currently in effectas each such Contract may have been amended, and which relate to the operation of Radius’s business: modified or supplemented: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock option, employee stock purchase or stock option plan; other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other Contract with any labor union, or severance agreements, programs, policies or arrangements; (ivii) contract Contracts for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $100,000 (or providing for the payment of any cash or other compensation upon a change in control of the Company) or contract relating to severance pay for loans to officers, directors or Affiliates; (iii) Contracts under which the Company or any such person; Subsidiary thereof has advanced or loaned any other Person mounts in the aggregate exceeding $50,000; (viv) contract, agreement or understanding Contracts relating to the voting of Radius Common Stock borrowed money or Radius Preferred Stock, other Indebtedness or the election of directors of Radius; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing of a lien Lien or Encumbrance on any asset or properties or group of assets or Properties of the assets Company or its Subsidiaries or any letter of Radius; credit arrangements; (viiv) guaranty guarantees of any obligation for borrowed money or otherwise; in excess of $25,000; (viiivi) lease or agreement Contracts under which Radius the Company or any of its Subsidiaries is lessee of, of or holds or operates any propertyProperty, real or personal, owned by any other party, party except for any lease of real or personal Property under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (ixvii) lease or agreement Contracts under which Radius the Company or any of its Subsidiaries is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, owned or controlled by the Company or any Subsidiary; (viii) Contracts or group of related Contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (ix) assignments, licenses, indemnifications or agreements with respect to any intangible property (including, without limitation, any Intellectual Property Rights) other than Contracts for which the annual rental exceeds $10,000; sale of products in the ordinary course of business and "off-the-shelf" software available to the public generally; (x) contract warranty Contracts with respect to its products sold, leased or licensed or its services rendered which prohibits Radius contains terms and conditions that differ in any material respect from the Company's standard warranty terms and conditions (a true and complete copy of which standard terms and conditions has heretofore been furnished to each of the Investors); (xi) Contracts (other than the Investor Rights Agreement) under which the Company or any of its Subsidiaries has granted any Person any registration rights (including, without limitation, demand or piggyback registration rights); (xii) sales, distribution, dealer or franchise Contracts; (xiii) Contracts prohibiting any Person from freely engaging in any business or competing anywhere in the world; and (xixiv) license any other agreement which is material to the business, operations, assets, Properties, liabilities, condition (financial or agreement providing for otherwise), results of operations, licenses or prospects of the payment Company or receipt of royalties its Subsidiaries or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures which involves consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business50,000 annually. (b) The Company has heretofore delivered or made available to each of the Investors true and complete copies of all of the Contracts listed or required to be listed in Section 2.18 of the Disclosure Schedule. To Radius’s Knowledgethe best of the Company's knowledge, Radius has each such Contract listed or required to be listed in Section 2.18 of the Disclosure Schedule is valid, binding and enforceable in accordance with its respective terms, and is in full force and effect. The Company and each of its Subsidiaries have performed all material obligations required to be performed by it them under each such Contract, and to the best of the Company's knowledge, none of them is in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any contractsuch Contract. No event has occurred which with the passage of time or the giving of notice or both would result in a default, understanding, arrangement breach or commitment required to be disclosed in Schedule 3.9 hereto; Radius event of noncompliance by the Company or any such Subsidiary under any such Contract. Neither the Company nor any of its Subsidiaries has no any present expectation or intention of not fully performing any material obligation pursuant to any contractall such obligations, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius the Company has no Knowledge knowledge of any breach or anticipated breach by the other parties to any other such Contract. To the best of the Company's knowledge, neither the Company nor any of its Subsidiaries is a party to any contract, understanding, arrangement Contract or commitment required requiring it to be disclosed in Schedule 3.9 heretopurchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrange ments; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $50,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $50,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money or otherwise; obligation; (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 50,000; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any Subsidiary; (xh) contract or group of related contracts with the same party or group of affiliated parties the performance of which prohibits Radius involves consideration in excess of $100,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) material agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty; (n) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xio) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business its operations or was not entered into in relating to the ordinary course acquisition of businessadditional properties. (bii) To Radius’s KnowledgeAll of the contracts, Radius has agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by it them on or prior to the date of this Agreement and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any material contract, understandingagreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to be disclosed in Schedule 3.9 heretowhich the Company or any Subsidiary is subject; Radius neither the Company nor any Subsidiary has no any present expectation or intention of not fully performing any all such material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoobligations; and Radius neither the Company nor any Subsidiary has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any material contract, understandingagreement, arrangement instrument or commitment required to be disclosed in Schedule 3.9 heretowhich it is a party. (iii) The Company has delivered or made available to the Purchasers' special counsel a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (aExcept as set forth on Schedule 5(p) Schedule 3.9 hereto lists of the following agreementsDisclosure Schedule, whether oral or written, the Company is not a party to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: any: (i) collective bargaining agreement written or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) oral contract for the employment of any officer, individual employee employee, or other person Person or entity on a full-time time, part-time, consulting or consulting basis other basis, or agreement providing severance benefits or relating to severance pay for any such person; loans to officers, directors, employees or Affiliates, other than advances in the Ordinary Course of Business; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viii) agreement or indenture relating to the borrowing of money or otherwise incurring interest-bearing indebtedness or to the mortgaging, pledging or otherwise placing a lien Lien on any asset or group of assets of the assets of Radius; Company; (viiiii) guaranty guarantee of any obligation for borrowed money Liability or otherwise; obligation; (viiiiv) lease or agreement under which Radius it is lessee of, of or holds or operates any personal property, real or personal, owned by any other party, except for any lease of personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (ixv) lease or agreement under which Radius it is lessor of, of or permits any third party to hold or operate, operate any property, real personal property owned or personal, for controlled by it under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (xvi) assignment, license, indemnification or agreement with respect to any form of Intellectual Property; (vii) contract or group of related contracts with the same party (excluding purchase orders entered into in the Ordinary Course of Business) for the purchase or sale of products or services under which the undelivered balance of such products and services has a selling price in excess of $100,000; (viii) contract or agreement concerning confidentiality or non-competition or which prohibits Radius it from freely engaging in business anywhere in business; (ix) contract relating to the worlddistribution, marketing or sales of its services; (x) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of its current or former directors, officers or employees, other than the plan specifically contemplated by Section 9(l) of this Agreement; or (xi) license other agreement (or agreement providing for the payment or receipt group of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(brelated agreements) hereto; that is either (xiiA) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect material to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was Company and has not been entered into in the ordinary course Ordinary Course of business. Business or (bB) To Radius’s Knowledgenot terminable by the Company on less than 90 days' notice without payment or penalty. Except as specifically disclosed on Schedule 5(p), Radius the Company has performed in all material respects all obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in default under or in breach of nor in receipt of any claim of default or breach under any agreement, lease, contract, understandingcommitment or other agreement to which it is a party; and no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance by the Company under any such agreement. The Buyer has been supplied with a correct and complete copy of each of the contracts which are referred to be disclosed in on Schedule 3.9 hereto; Radius has no present expectation 5(p), together with all amendments, waivers or intention of other changes thereto. The Business is not fully performing any material obligation pursuant subject to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretocollective bargaining agreement.

Contracts and Commitments. (a) Schedule 3.9 hereto lists the following agreementsExcept as expressly contemplated by this Agreement, whether oral or written, to which Radius neither MCK Nevada nor any Subsidiary is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $60,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (iii) contract under which MCK Nevada or Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $10,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of the assets of Radius; MCK Nevada or its Subsidiaries; (viiv) guaranty guarantee of any obligation for borrowed money or otherwise; in excess of $10,000; (viiivi) lease or agreement under which Radius MCK Nevada or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $10,000; ; (ixvii) lease or agreement under which Radius MCK Nevada or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, owned or controlled by MCK Nevada or any Subsidiary except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; ; (viii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $25,000; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (x) warranty agreement with respect to its services rendered or its products sold, leased or licensed which contains terms and conditions that differ in any material respect from MCK Nevada's standard warranty terms and conditions (a copy of which standard terms and conditions is attached to the Disclosure Schedule); (xi) agreement under which it has granted any Person any registration rights (including, without limitation, demand or piggyback registration rights); (xii) sales, distribution or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by MCK Nevada or any Subsidiary upon less than 30 days notice without penalty and which involves consideration in excess of $25,000; (xiv) contract which prohibits Radius or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xixv) license any other agreement which is material to its operations and business prospects or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business50,000 annually. (b) To Radius’s KnowledgeAll of the contracts, Radius has agreements and instruments set forth or required to be set forth on the Disclosure Schedule have been executed and delivered and, to the best knowledge and belief of each Representing Party, are valid, binding and enforceable in accordance with their respective terms. MCK Nevada and each Subsidiary have performed all material obligations required to be performed by it in connection with them under the contracts, understandings, arrangements agreements and instruments listed or commitments required to be disclosed listed on the Disclosure Schedule and are not in Schedule 3.9 hereto and is not default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach, or any intention to terminate, or event of noncompliance by MCK Nevada or any Subsidiary under any contract, understanding, arrangement agreement or commitment instrument listed or required to be disclosed in Schedule 3.9 heretolisted on the Disclosure Schedule; Radius neither MCK Nevada nor any Subsidiary has no any present expectation or intention of not fully performing all such obligations; neither MCK Nevada nor any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius Subsidiary has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any contract, understandingagreement, arrangement instrument or commitment listed or required to be disclosed in listed on the Disclosure Schedule; and, to the knowledge of MCK Nevada, neither MCK Nevada nor any Subsidiary is a party to any contract or commitment requiring it to purchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates. (c) A true and correct copy of each of the written instruments, plans, contracts and agreements, including all amendments (or currently proposed amendments) and waivers thereto, and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Disclosure Schedule 3.9 heretohave been made available to the Purchaser's special counsel.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule," as of the Closing, neither the Company nor any Subsidiary is a party to any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $100,000 or contract relating to severance pay for loans to officers, directors or affiliates; (c) contract under which the Company or a Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $100,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money or otherwise; obligation; (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any Subsidiary; (xh) contract or group of related contracts with the same party or group of affiliated parties the performance of which prohibits Radius involves a consideration in excess of $150,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreements under which it has granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee except employment agreements terminable at will; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; and (xin) license any other agreement which is material to its operations and business prospects or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business150,000 annually. (bii) To Radius’s Knowledge, Radius has The Company and each Subsidiary have performed all material obligations required to be performed by it them and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any material contract, understandingagreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance under any material contract, agreement or instrument to be disclosed in Schedule 3.9 heretowhich the Company or any Subsidiary is subject; Radius neither the Company nor any Subsidiary has no any present expectation or intention of not fully performing all such obligations; neither the Company nor any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius Subsidiary has no Knowledge knowledge of any breach or anticipated breach by the other parties to any other material contract or commitment to which it is a party; and neither the Company nor any Subsidiary is a party to any contractmaterially adverse contract or commitment. (iii) The Purchasers' special counsel has been supplied with a true and correct copy of each of the written contracts and an accurate description of the oral contracts which are referred to on the Contracts Schedule, understandingtogether with all amendments, arrangement waivers or commitment required to be disclosed in Schedule 3.9 heretoother changes thereto.

Contracts and Commitments. (a) Schedule 3.9 hereto The Disclosure Schedule, under the caption referencing this Section 3.13, lists the following agreements, whether oral or written, to which Radius the Company is a partyparty and, which are currently in effect, and which relate to effect (the operation of Radius’s business: "Contracts"): (i) collective bargaining agreement or contract with any labor union; ; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; , other than as described under the caption referencing Section 3.19 hereof in the Disclosure Schedule; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal, other than as described under the caption referencing Section 3.19 hereof in the Disclosure Schedule; (iv) stock purchase or stock option plan; ; (ivv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; ; (vvi) standard form of confidentiality or nondisclosure agreement; (vii) contract, agreement or understanding relating to the voting of Radius Common any of the Company Capital Stock or Radius Preferred Stock, or the election of directors of Radius; the Company to which the Company is a party; (viviii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien (other than a purchase money security lien) on any of the assets of Radius; the Company; (viiix) guaranty guarantee of any material obligation for borrowed money or otherwise; ; (viiix) lease or agreement under which Radius it is lessee of, or holds or operates any property, real or personal, owned by any other party, party for which the annual rental exceeds $10,000; 50,000; (ixxi) lease or agreement under which Radius it is lessor of, or permits any third party to hold or operate, any property, real or personal, personal for which the annual rental exceeds $10,000; 50,000; (xxii) contract or group of related contracts with the same party for the purchase of products or services under which the undelivered balance of such products or services is in excess of $100,000; (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000; (xiv) contract or group of related contracts with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $50,000; (xv) contract which prohibits Radius the Company from freely engaging in business anywhere in the world; ; (xixvi) contract for the distribution of any of the products of the Company (including any distributor, sales and original equipment manufacturer contract); (xvii) license agreement or other agreement providing for the payment or receipt of royalties or other compensation by Radius the Company in connection with the intellectual property rights listed under the caption referencing Section 3.14 hereof in Schedule 3.22(b) hereto; the Disclosure Schedule; (xiixviii) contract or commitment for capital expenditures in excess of $10,000; 50,000 individually; (xiiixix) agreement for the sale of any capital assetasset with a net book value in excess of $20,000; (xx) all contracts terminable by the other party thereto upon a change of control of the Company or upon the failure of the Company to satisfy financial or performance criteria specified in such contract as provided therein; or (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xvxxi) other material agreement which is either material to Radius’s business or was not entered into in the ordinary course of business. (b) To Radius’s Knowledge, Radius The Company has performed in all material respects all obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto Contracts and is not in receipt of any claim of default under any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no such Contract. The Company does not have a present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius Contract. The Company has no Knowledge of any material breach or anticipated material breach by any other party to any contractContract. (c) Prior to the date of Closing, understandingParent has been or will be supplied with or had or will have made available to it a true and complete copy of each written Contract, arrangement and a written description of each oral Contract, together with all amendments, waivers or commitment required to be disclosed in Schedule 3.9 heretoother changes thereto.

Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule, the Company is not a party (including after giving effect to the Company) to any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $25,000 or contract relating to severance pay for loans to officers, directors or affiliates; (c) contract under which the Company has advanced or loaned any such person; other Persons amounts in the aggregate exceeding $25,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien Lien on any material asset or group of assets of the assets of Radius; Company; (viie) guaranty Guarantee of any obligation for borrowed money (other than by the Company of a wholly-owned Subsidiary's debts or otherwise; a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any Subsidiary; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiih) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts25,000 except purchase orders from existing customers or to existing vendors, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is in either material to Radius’s business or was not entered into case in the ordinary course of business.; (bi) To Radius’s Knowledgeassignment, Radius license, indemnification or agreement with respect to any intangible property (including any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has performed granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the Contracts Schedule, all material obligations of the contracts, agreements and instruments required to be performed by it listed thereon are valid, binding and enforceable in connection accordance with their respective terms. Except as set forth on the Contracts Schedule, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument, and no event has occurred which with the contractspassage of time or the giving of notice or both would result in a default, understandings, arrangements breach or commitments required to be disclosed in Schedule 3.9 hereto and is not in receipt event of any claim of default noncompliance under any such contract, understanding, arrangement agreement or commitment required to be disclosed in Schedule 3.9 heretoinstrument; Radius none of the Company or its Subsidiaries has no any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge knowledge of any breach or anticipated breach by the other parties to any other such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract, understanding, arrangement contract or commitment required to be disclosed in Schedule 3.9 heretothe performance of which would have a Materially Adverse Effect.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule, neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or material arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $120,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which the Company or any such person; Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $10,000 (v) contract, agreement excluding advances of work-related expenses to employees of the Company or understanding relating to its Subsidiaries consistent with the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; Company's policies); (vid) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money in excess of $10,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or otherwise; a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; ; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any Subsidiary; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiih) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves a consideration in excess of $10,000; 2,500 in any month or an aggregate of $25,000; (xiiii) assignment, license, indemnification or agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of any Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business.Rights; (bj) To Radius’s Knowledge, Radius has performed all material obligations required warranty agreement with respect to be performed by it its services rendered or its products sold or leased (other than standard warranties granted to customers in connection accordance with the Company's or its Subsidiaries' standard service or sale contracts, understandingsthe forms of which warranties have been provided to Purchasers); (k) agreement under which it has granted any Person any registration rights (including, arrangements without limitation, demand and piggyback registration rights); (1) material sales distribution agreement or commitments required to be disclosed in Schedule 3.9 hereto and is not in receipt of any claim of default under any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto.franchise agreement;

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule, as of the Closing, the Company is not a party to any written or oral: (a) Schedule 3.9 hereto lists pension, profit sharing, stock option, employee stock purchase or other plan or arrangement (excluding, for purposes of this subparagraph (a) only, any employment compensation arrangements of the following agreementstype described in subparagraph (b) below, whether oral or writtennot providing annual compensation in excess of $100,000) providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $100,000 or contract relating to severance pay for loans to officers, directors or affiliates; (c) contract under which the Company has advanced or loaned any such person; other Person amounts in the aggregate exceeding $5,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the assets of Radius; Company; (viie) guaranty guarantee of any obligation for borrowed money or otherwise; in excess of $10,000; (viiif) lease or agreement under which Radius the Company is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 50,000; (ixg) lease or agreement under which Radius the Company is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for owned or controlled by the Company (other than any leases of security alarm monitoring equipment to customers of the Company pursuant to written agreements or contracts); (h) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (i) warranty agreement with respect to its services rendered or its products sold or leased (other than any installation warranty agreements entered into in connection with the installation of security alarm monitoring systems); (j) agreement under which it has granted any Person any registration rights (including piggyback rights); (k) sales, distribution or franchise agreement; (l) material agreement with a term of more than six months which is not terminable by the annual rental exceeds $10,000; Company or any Subsidiary upon less than 30 days notice without penalty; (xm) contract which prohibits Radius or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xin) license contract, agreement or agreement providing for the payment other arrangement with any officer, director, employee or receipt of royalties Affiliate, or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale any Affiliate of any capital asset; officer, director or employee (xiv) other than any contracts, understandings, agreements or arrangements covered by clause (b) above or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of businessbusiness consistent with past practice); (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $100,000 annually. (bii) To Radius’s KnowledgeExcept as set forth on the attached Contracts Schedule, Radius all of the contracts, agreements and instruments set forth on the attached Contracts Schedule are valid, binding and enforceable against the Company in accordance with their respective terms. Except as set forth on the attached Contracts Schedule, the Company has performed all material obligations required to be performed by it in connection with under the contracts, understandings, arrangements or commitments required to be disclosed in agreements and instruments listed on the attached Contracts Schedule 3.9 hereto and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, understandingagreement or instrument to which the Company is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance under any contract, agreement or instrument to be disclosed in Schedule 3.9 heretowhich the Company is subject; Radius and the Company has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoall such obligations; and Radius the Company has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any contract, understanding, arrangement contract or commitment required to be disclosed in Schedule 3.9 heretowhich it is a party. (iii) The Purchasers have been supplied with a true and correct copy of each of the written contracts and an accurate description of the oral contracts which are referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the Contracts Schedule or the Employee Benefits Schedule, neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $150,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $250,000; (vd) contract, agreement to acquire the capital stock or understanding relating to the voting other equity interests of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; any Person; (vie) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viif) guaranty guarantee of any obligation for borrowed money in excess of $250,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or otherwise; a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (viiig) all joint venture or other similar agreements to which the Company or any of its Subsidiaries is a party; (h) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 100,000; (ixi) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any Subsidiary; (xj) contract or group of related contracts with the same party or group of affiliated parties the performance of which prohibits Radius involves consideration in excess of $250,000 other than Professional Services Agreements with clients of the Company which do not include any material changes to the Company's standard form; (k) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rights); (l) warranty agreement with respect to its services rendered or its products sold or leased; (m) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (n) sales, distribution or franchise agreement; (o) agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty; (p) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (q) any "material contract" as defined under the rules and regulations of the Securities and Exchange Commission; or (xir) license any other agreement which is material to its operations and business prospects or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000; 250,000 annually (xiiiexcluding any purchase orders involving less than $250,000) agreement for other than Professional Services Agreements with clients of the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect Company which do not contain terms which are materially adverse to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into Company from those contained in the ordinary course of businessCompany's current standard form. (bii) To Radius’s Knowledgethe Company's knowledge, Radius has all of the contracts, agreements and instruments set forth on the Contracts Schedule and each of the Professional Services Agreements with clients of the Company set forth on the Clients Schedule are valid, binding and enforceable in accordance with their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by it them and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any contract, understandingagreement or instrument listed on the Contracts Schedule and each of the Professional Services Agreements with clients of the Company set forth on the Clients Schedule; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to be disclosed in Schedule 3.9 heretowhich the Company or any Subsidiary is subject; Radius neither the Company nor any Subsidiary has no any present expectation or intention of not fully performing all such obligations; neither the Company nor any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius Subsidiary has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any material contract, understandingagreement, arrangement instrument or commitment to which it is a party. (iii) A true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto has been made available to or provided to the Purchaser's special counsel. (iv) Except as disclosed in the Contracts Schedule, no contract required to be disclosed set forth on the Contracts Schedule will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any party thereto in Schedule 3.9 hereto.order to remain in full force and effect immediately after

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule 3.9 hereto lists or, in the following agreementscase of paragraph (iv), whether oral or writtenbelow, to which Radius the Employees Schedule, neither the Company nor any of its Subsidiaries is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any written or oral: (i) Contract with any vendor involving annual consideration in the aggregate in excess of $50,000. (ii) Contract with any customer involving annual consideration in the aggregate in excess of $50,000. (iii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; (ii) bonus, pensionor severance agreements, profit sharingprograms, retirement policies or other form of deferred compensation plan; (iii) stock purchase or stock option plan; arrangements; (iv) contract for relating to (A) loans to officers, directors or Affiliates (other than inter-company debt among the Company and a Subsidiary or between Subsidiaries of the Company), or (B) employment of (or consulting arrangement with) any executive officer, individual Headquarter Staff or any other employee or other person on a full-time or consulting basis or relating to severance pay for any such person; consultant earning more than $50,000 per year; (v) contract, agreement contract under which the Company or understanding relating to any of its Subsidiaries has advanced or loaned any other Person amounts in the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; aggregate exceeding $25,000; (vi) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or group of assets of the assets Company or any of Radius; its Subsidiaries; (vii) guaranty of any obligation for borrowed money or otherwise; Guaranty; (viii) lease or agreement under which Radius the Company or any of its Subsidiaries is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 50,000 (it being agreed that any such lease disclosed on the Leased Real Property Schedule shall also be deemed disclosed herein); (ix) lease or agreement under which Radius the Company or any of its Subsidiaries is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any of its Subsidiaries; (x) contract or group of related contracts with the same party or group of affiliated parties the performance of which prohibits Radius involves consideration in the aggregate in excess of $50,000; (xi) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights) granted or made to the Company or any of its Subsidiaries, or granted or made by the Company or any of its Subsidiaries to third parties, except licenses to the Company or any of its Subsidiaries of commercially available, unmodified, "off the shelf" software used solely for the Company's and its Subsidiaries' own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $50,000 annually; (xii) sales, distribution, manufacturing, supply or franchise agreement (A) which involves consideration in the aggregate in excess of $50,000 annually (other than royalties from franchisees) or (B) other than franchise agreements, which involves any exclusivity, requirements clauses or similar right or obligation of any party thereto (including without limitation territorial exclusivity); (xiii) agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than thirty (30) days' notice without penalty and involves a consideration in excess of $50,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Company's or any Subsidiary's Capital Stock or warrants, options or other rights to acquire any of the Company's or any Subsidiary's Capital Stock; (xv) contract or agreement regarding any material indemnification provided to or by the Company and any if its Subsidiaries, including any contract regarding any indemnification provided with respect to Environmental and Safety Requirements; (xvi) other than franchise agreements, contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xixvii) license any other agreement which is material to its operations and business prospects or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000; (xiii) agreement for 50,000 annually. To the sale of any capital asset; (xiv) extent applicable, the contracts, understandingsleases, arrangements or commitments with respect agreements and instruments identified on the Contracts Schedule are separately identified by type of agreement. The description of all contracts, leases, agreements and instruments identified on the Contracts Schedule clearly identify all amendments, waivers and other modifications to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of businesssuch agreements. (b) To Radius’s KnowledgeAll of the contracts, Radius leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms against the Company or Subsidiary party thereto and, to the knowledge of the Company, the other parties thereto (except as enforceability may be limited by laws relating to bankruptcy, insolvency, winding-up or other similar laws affecting the enforcement of creditors' rights, and by general principles of equity). Except as set forth on the Contracts Schedule, (i) each of the Company and its Subsidiaries has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto all material respects and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, understandinglease, arrangement agreement or commitment required instrument to be disclosed which the Company or any of its Subsidiaries is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in Schedule 3.9 heretoa material default, material breach or event of material noncompliance by the Company or any of its Subsidiaries under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; Radius (iii) neither the Company nor any of its Subsidiaries has no any present expectation or intention of not fully performing performing, in all material respects, all such obligations; and (iv) the Company does not have knowledge of any material obligation pursuant breach or anticipated material breach by the other parties to any contract, understandinglease, arrangement agreement, instrument or commitment to which they are parties. Except as set forth on the Contracts Schedule, there are no renegotiations of, attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the agreements and instruments set forth or required to be disclosed in Schedule 3.9 hereto; set forth on the Contracts Schedule. (c) Buyer or its special counsel has been supplied with a true and Radius has no Knowledge correct copy of any breach each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached Contracts Schedule, together with all amendments, waivers or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretochanges thereto.

Contracts and Commitments. 4.12.1. Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any Subsidiary is a party to or bound by any -------- written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $75,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $100,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or otherwise; a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 100,000; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for owned or controlled by the Company or any Subsidiary; (h) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which the annual rental exceeds $10,000; it has granted any Person any registration rights (xincluding, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or any Affiliate of any officer, director, stockholder or employee; (m) contract which prohibits Radius or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; ; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiin) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $10,000200,000; (xiii) or agreement for with a term of more than six months which is not terminable by the sale Company or any Subsidiary upon less than 30 days notice without penalty. 4.12.2. All of any capital asset; (xiv) the contracts, understandingsagreements and instruments set forth on the Contracts Schedule are valid, arrangements or commitments binding and enforceable in accordance with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either their respective terms in all material to Radius’s business or was not entered into in the ordinary course of business. (b) To Radius’s Knowledge, Radius has respects. The Company and each Subsidiary have performed all material obligations required to be performed by it them and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any material contract, understandingagreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to be disclosed in Schedule 3.9 heretowhich the Company or any Subsidiary is subject; Radius neither the Company nor any Subsidiary has no any present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoall such obligations; and Radius neither the Company nor any Subsidiary has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any material contract, understandingagreement, arrangement instrument or commitment required to be disclosed in Schedule 3.9 heretowhich it is a party. 4.12.3. The Lender's special counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. Section 4.19 of the Disclosure Schedule sets forth a list of all material agreements, Contracts and commitments to which the Company or any Company Subsidiary is a party or by which the Company, any Company Subsidiary or their respective assets are bound (each, a "Material Contract"), including, without limitation: (a) Schedule 3.9 hereto lists the following agreements, whether oral contracts, commitments or writtenarrangements involv- ing Intellectual Property; (b) employment agreements or severance agreements or employee termination arrangements that are not terminable at will by the Company or a Company Subsidiary without penalty; (c) any change of control agreements with employees of the Company or any Company Subsidiary; (d) agreements, contracts, commitments or arrangements contain -ing any covenant limiting the ability of the Company or any Company Subsidiary to which Radius is a partyengage in any line of business or to compete with any business or person; (e) agreements or contracts with any officer, which are currently in effect, and which relate to the operation director or em- ployee of Radius’s business: (i) collective bargaining agreement the Company or contract with any labor union; (ii) bonusany Company Subsidiary (other than employment, pensionseverance and change of control agreements covered by clause (b) or (c) above); (f) agreements or contracts under which the Company or any Company Subsidiary has borrowed or loaned money, profit sharingor any note, retirement bond, indenture, mortgage, installment obligation or other form evidence of deferred compensation plan; (iii) stock purchase indebtedness for borrowed or stock option plan; (iv) contract for the employment loaned money or any guarantee of any officersuch indebtedness, individual employee or other person on a full-time or consulting basis or in each case, relating to severance pay for any such person; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Radius; (vii) guaranty of any obligation for borrowed money or otherwise; (viii) lease or agreement under which Radius is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $10,000; (ix) lease or agreement under which Radius is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures amounts in excess of $10,000; 5,000; (xiiig) agreement for joint venture agreements or other agreements involving the sale sharing of profits; (h) leases pursuant to which personal or real property is leased to or from the Company or any capital asset; Company Subsidiary; (xivi) powers of attorney from the Company or any Company Subsid- iary; (j) guaranties, suretyships or other contingent agreements of the Company or any Company Subsidiary; (k) all agreements, contracts, understandingscommitments and arrangements between the Company or any Company Subsidiary and any Governmental Entity; (l) any agreement, arrangements contract, commitment or commitments arrangement relat- ing to capital expenditures with respect to the Company or any Company Subsidiary and involving future payments which exceed $5,000 in any 12 month period; (m) any agreement, contract, commitment or arrangement relat- ing to the acquisition and/or use of assets (other than in the ordinary course of business consistent with past practice) or any capital stock of any business enterprise; (n) any investment banking or other professional services agreement; (o) contracts (other than those covered by Radius clause (a) through (n) above) pursuant to which the Company and the Company Subsidiaries will receive or pay in excess of Intellectual Property $5,000 over the life of others the contract; (p) any other material agreements, Contracts and commitments whether or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business.; and (bq) To Radius’s Knowledge, Radius has performed all material obligations required proposed arrangements or contracts of the Company or the Company Subsidiaries which the Company reasonably expects to be performed by it near consummation and of a type that if entered into would be a Contract described in connection with clauses (a) through (o) above. Neither the contractsCompany, understandingsany Company Subsidiary nor, arrangements to the Stockholder's and the Company's knowledge, any other party thereto, is in material breach of or commitments required to be disclosed in Schedule 3.9 hereto and is not in receipt of any claim of material default under any contractMaterial Contract. Each such Material Contract is in full force and effect, understandingand is a legal, arrangement or commitment required valid and binding obligation of the Company and/or the applicable Company Subsidiaries and, to be disclosed the Stockholder's and the Company's knowledge, each of the other parties thereto, enforceable in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoaccordance with its terms.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or as set forth on the following agreementsattached Contracts Schedule, whether oral the Company is not a party to or written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $100,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (iii) contract under which the Company has advanced or loaned any such person; other Person amounts in the aggregate exceeding $75,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company; (viiv) guaranty of any obligation for borrowed money or otherwise; Guarantee; (viiivi) lease or agreement under which Radius the Company is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 100,000; (ixvii) lease or agreement under which Radius the Company is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, owned or controlled by the Company, except for any lease of real or personal property under which the aggregate annual rental exceeds $10,000; payments do not exceed 100,000; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiiviii) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts100,000 annually, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into than purchase and sales orders incurred in the ordinary course of business; (ix) contract or other arrangement pursuant to which the Company has agreed to pay any portion of the Unpaid Compensation to any other Person; (x) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (xi) warranty agreement with respect to its services rendered or its products sold or leased; (xii) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) sales, distribution or franchise agreement; (xiv) agreement with a term of more than six months which is not terminable by the Company upon less than 60 days' notice without penalty and involves a consideration in excess of $100,000 annually; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xvi) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $100,000 annually. (b) To Radius’s KnowledgeAll of the contracts, Radius leases, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms subject to the effects of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws now or hereafter in effect relating to creditors' rights generally or (ii) general principles of equity. Except as set forth on the Contracts Schedule, (i) the Company has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, understandinglease, arrangement agreement or commitment required instrument to be disclosed which the Company is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in Schedule 3.9 heretoa default, breach or event of noncompliance by the Company under any contract, lease, agreement or instrument to which the Company is subject; Radius has no (iii) the Company does not have any present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoall such obligations; and Radius (iv) to the Company's knowledge, there has been no Knowledge of any breach or anticipated breach by any the other party parties to any contract, understandinglease, arrangement agreement, instrument or commitment required to be disclosed in Schedule 3.9 heretowhich the Company is a party.

Contracts and Commitments. (a) Schedule 3.9 hereto lists To the following agreementsKnowledge of Sellers and/or the Company, whether oral except as set forth on the attached Contracts Schedule, the Company is not a party to or written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase, bonus or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a fullfull time, part-time time, consulting or consulting other basis or relating to severance pay for loans to officers, directors, managers or Affiliates; (iii) contract under which the Company has made advances or loans to any such person; other Person; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any asset or group of assets of the assets Company and/or the equity securities of Radius; the Company; (viiv) guaranty of any obligation for borrowed money guaranty, performance bond or otherwise; similar agreement; (viiivi) lease or agreement under which Radius the Company is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 15,000; (ixvii) lease or agreement under which Radius the Company is lessor of, of or permits any third third-party to hold or operate, operate any property, real or personal, for owned or controlled by the Company; (viii) contract or group of related contracts with the same party or group of Affiliated parties the performance of which involves consideration in the annual rental exceeds aggregate in excess of $10,000; 50,000; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) sales or franchise agreement; (xii) advertising, vendor rebate or product purchase or sale discount agreement; (xiii) agreement with a term of more than six months which is not terminable by the Company upon less than 30 days’ notice without penalty and involves a consideration in excess of $50,000 annually; (xiv) contract which prohibits Radius regarding voting, transfer or other arrangements related to the Company’s securities, capital stock, equity interests or warrants, options or other rights to acquire any of the Company’s securities; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; world or requiring it to exclusively purchase or sell products or services to a third-party; (xixvi) license agreement any contract or agreement providing for requiring the payment Company to pay any Person based on a percentage of revenue, profit and/or business generated by the Company; or (xvii) any other agreement which is material to its operations and business prospects or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a potential consideration in excess of $10,000; (xiii) agreement for the sale 50,000 annually or in excess of $100,000 at any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of businesstime. (b) To Radius’s Knowledgethe Knowledge of Sellers and/or the Company, Radius all of the contracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule (the “Material Contracts”) are valid, binding and enforceable in accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. To the Knowledge of Sellers and/or the Company, except as set forth on the Contracts Schedule, (i) the Company has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in default under or in breach of nor in receipt of any written claim of default or breach under any contractMaterial Contract, understanding(ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no event of noncompliance by the Company under any Material Contract, (iii) the Company does not have any present expectation or intention of not fully performing any material obligation pursuant to any contractall such obligations, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius (iv) neither the Company nor Sellers has no Knowledge of any breach or anticipated breach by any the other party parties to any contractMaterial Contract. For purposes of this Section 5.12(b)(iv), understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretothe Knowledge of Sellers and the Company is defined as the actual knowledge of the Sellers and the Company with no reasonable inquiry required.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $50,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $50,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money or otherwise; obligation; (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 50,000; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any Subsidiary; (xh) contract or group of related contracts with the same party or group of affiliated parties the performance of which prohibits Radius involves consideration in excess of $100,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) material agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty; (n) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xio) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business its operations or was not entered into in relating to the ordinary course acquisition of businessadditional properties. (bii) To Radius’s KnowledgeAll of the contracts, Radius has agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by it them on or prior to the date of this Agreement and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any material contract, understandingagreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to be disclosed in Schedule 3.9 heretowhich the Company or any Subsidiary is subject; Radius neither the Company nor any Subsidiary has no any present expectation or intention of not fully performing any all such material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoobligations; and Radius neither the Company nor any Subsidiary has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any material contract, understandingagreement, arrangement instrument or commitment required to be disclosed in Schedule 3.9 heretowhich it is a party. (iii) The Company has delivered or made available to the Purchasers' special counsel a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. Except as set forth in SCHEDULE 2.13: (a) Schedule 3.9 hereto lists Sellers are not a party to any contract, commitment or arrangement of the following agreementstype described below which would be binding on Buyer with respect to any employees of the T▇▇▇ Facility after the Closing Date, whether oral or written, would otherwise be applicable to which Radius is a party, which are currently in effect, and which relate to or binding upon Buyer for any reason at any time after the operation of Radius’s business: Closing Date: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase plan or stock option plan; purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal, or severance agreements or arrangements; (ivii) contract with any labor union or contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or consulting basis or relating to severance pay for any such person; basis; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Radius; Assets; (viiiv) guaranty guarantee of any obligation for borrowed money or otherwise; , other than endorsements made for collection in the ordinary course of business; (v) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreement; (vii) lease or agreement under which it is lessee of or holds or operates any personal property owned by any other party for which the aggregate annual rental payments to any one Person and its affiliates exceeds $10,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); (viii) lease or agreement under which Radius it is lessee of, lessor of or holds permits any third party to hold or operates operate any property, real or personal, owned or controlled by any other party, it for which the aggregate annual rental exceeds $10,000; 10,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); (ix) lease contract or agreement group of related contracts with the same party for the purchase or sale of products or services under which Radius is lessor of, or permits the undelivered balance of such products and services has a selling price in excess of $10,000 (except to the extent any third party of the foregoing constitutes a Contract Right to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000; be assumed by Buyer hereunder); (x) other contract or group of related contracts with the same party continuing over a period of more than six (6) months from the date or dates thereof, not terminable by it on thirty (30) days' or less notice without penalties or involving more than $10,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); (xi) contract which prohibits Radius it from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; ; (xii) contract relating to the distribution or commitment for capital expenditures in excess brokerage of $10,000; its products; (xiii) agreement for supply agreements or obligations undertaken by Sellers since June 30, 2002, not otherwise described in this SECTION 2.13 (except to the sale extent any of any capital assetthe foregoing constitutes a Contract Right to be assumed by Buyer hereunder); or (xiv) contractscontract with any officer, understandingsdirector, arrangements partner, shareholder or commitments with respect to the acquisition and/or use by Radius other insider of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of businessSellers. (b) To Radius’s KnowledgeExcept as specifically disclosed in SCHEDULE 2.13, Radius since June 30, 2002, (i) to the knowledge of Sellers, no contract or commitment material and relating primarily to the Business, the T▇▇▇ Facility or the Assets has been breached or canceled by the other party, (ii) Sellers have performed all material obligations required to be performed by it them through the date of this Agreement in connection with the contractsBusiness, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto the T▇▇▇ Facility and is the Assets and are not in receipt of any written claim of default under any lease, contract, understandingcommitment or other agreement to which any Seller is a party having an aggregate value over the life thereof in excess of $10,000; and (iii) no event has occurred which, arrangement with the passage of time or commitment required to be disclosed the giving of notice or both, would result in Schedule 3.9 hereto; Radius has no present expectation a breach or intention of not fully performing default under any material obligation pursuant to any lease, contract, understandinginstrument or other agreement to which any Seller is a party and which is related to the Assets. (c) SCHEDULE 2.13 contains a list of all Contract Rights and Assumed Contracts, arrangement and Seller has supplied Buyer with a true and correct copy of all written Assumed Contracts which are referred to on Schedule 2.13, together with all amendments, waivers or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretochanges thereto.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or as set forth on the following agreements, whether oral attached "Contracts Schedule," the Company is not a party to or written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement contract with any Affiliate or other form of deferred compensation plan; current or former Insider; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $50,000 or contract relating to severance pay for loans to officers, directors, Affiliates or Insiders; (iv) contract under which the Company has advanced or loaned any such person; other Person, other than trade credit extended in the Ordinary Course of Business; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vi) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any asset or group of assets of the assets of Radius; Company; (viivi) guaranty of any obligation for borrowed money or otherwise; obligation; (viiivii) lease or agreement under which Radius the Company is the lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease or agreement for real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (ixviii) Leased Real Property Subleases, lease or agreement under which Radius the Company is the lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for owned or controlled by the Company; (ix) contract or group of related contracts (excluding purchase orders issued or received in the Ordinary Course of Business) with the same party or group of affiliated parties the performance of which the annual rental exceeds involves consideration in excess of $10,000; 25,000; (x) assignment, license, indemnification, joint ownership or other agreement with respect to the intangible property (including, without limitation, any Purchased Proprietary Rights) owned and/or used by the Company or of any third party; (xi) distribution vendor, dealership franchise, or service agreement or contract relating to the distribution, marketing or sale of its products or services; (xii) agreement with a term of more than six months, which prohibits Radius is not terminable by the Company upon less than 60 days notice without penalty or which involves more than $25,000 annually; (xiii) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; ; (xiv) contracts, understandings, arrangements or commitments warranty agreement with respect to the acquisition and/or use by Radius of Intellectual Property of others products sold or by others of Intellectual Property of Radius; or services rendered; (xv) agreements relating to ownership of or investments in any business or enterprise (including investments in joint ventures and minority equity investments); (xvi) agreements containing "take or pay" provisions; (xvii) agreements that contain return of products provisions or any other agreement which is either material that could result in an obligation to Radius’s business or was not entered into in buy back products that were previously sold by the ordinary course Company; or (xviii) agreement relating to the subcontracting to another Person of businessany of the Company's obligations under any agreement listed on the Contracts Schedule. (b) To Radius’s KnowledgeAll of the contracts, Radius agreements and instruments set forth on or required to be set forth on the Contracts Schedule are valid, binding and enforceable against the Company and, to the knowledge of the Company, the other parties thereto, in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and as limited by general principles of equity that restrict the availability of equitable remedies. The Company has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any such contract, understandingagreement or instrument. No event has occurred which with the passage of time or the giving of notice or both would result in a material default, arrangement breach or commitment event of noncompliance by the Company or, to the knowledge of the Company, any other party under any such contract, agreement or instrument. Except as set forth on the Contracts Schedule, with respect to each contract, agreement, or instrument required to be disclosed set forth on the Contracts Schedule: (x) the acquisition of substantially all of the assets of the Company as contemplated under this Agreement will not result in Schedule 3.9 heretoa breach of or default under any such contract, agreement, or instrument, or otherwise cause such contract, agreement, or instrument to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; Radius (y) neither the Company nor any Stockholder has no present expectation or received notice of the intention of not fully performing any material obligation pursuant party to any such contract, understandingagreement, arrangement or commitment required instrument to be disclosed in Schedule 3.9 heretocancel, terminate or renegotiate any such contract, agreement or instrument; and Radius (z) to the knowledge of the Company, there has no Knowledge of not been any breach or anticipated breach by any other party to any such contract, understanding, arrangement agreement or commitment instrument. (c) The Company has provided to the Purchaser a true and correct copy of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together with all amendments, waivers, or other changes thereto (all of which are disclosed on the Contracts Schedule). The Contracts Schedule 3.9 heretocontains an accurate and complete description of all material terms of all oral contracts referred to therein.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule," as of the Closing, neither the Company nor any Subsidiary is a party to any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $100,000 or contract relating to severance pay for loans to officers, directors or affiliates; (c) contract under which the Company or a Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $100,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money or otherwise; obligation; (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,00025,000; 22 (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any Subsidiary; (xh) contract or group of related contracts with the same party or group of affiliated parties the performance of which prohibits Radius involves a consideration in excess of $150,000; (i) assignment, license, indemnification or agreement with respect to any Proprietary Rights or other intangible property; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreements under which it has granted any Person any registration rights (including piggyback rights) other than the Registration Agreement; (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee except employment agreements terminable at will; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; ; (xin) license any other agreement which is material to its operations and business prospects or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000150,000 annually; and (xiiio) any loan agreement for with or guarantee to any employee, officer or director of the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of businessCompany. (bii) To Radius’s Knowledge, Radius has The Company and each Subsidiary have performed all material obligations required to be performed by it them and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any contract, understanding, arrangement contract or commitment required to be disclosed set forth on the "Contracts Schedule" (each, a "Material Contract"); no event has occurred which with the passage of time or the giving of notice or both would result in Schedule 3.9 heretoa default, breach or event of noncompliance under any Material Contract, to which the Company or any Subsidiary is subject; Radius neither the Company nor any Subsidiary has no any present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoall such obligations; and Radius neither the Company nor any Subsidiary has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any contract, understanding, arrangement Material Contract or commitment required to be disclosed which it is a party. (iv) Except as set forth on the Contracts Schedule, since the Latest Balance Sheet, there have been no material changes in Schedule 3.9 heretoany employment agreement or compensation arrangement between the Company and its employees.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as specifically contemplated by this Agreement and except as set forth on the following agreements"Contracts Schedule" attached hereto, whether oral or written, neither the ------------------ Seller (with respect to which Radius the Residual Acquired Commercial Assets) nor any of the Acquired Companies is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any: (i) collective bargaining agreement or contract with any labor union; (ii) union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan; plan or any stock purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal; (iii) stock purchase or stock option plan; (ivii) contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis or relating to providing annual compensation in excess of $150,000; (iii) change of control severance pay for any such person; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; similar arrangement; (viiv) agreement or indenture relating to the borrowing of money or other Indebtedness or to mortgaging, pledging or otherwise placing a lien Lien on any of its assets; (v) contract under which the assets Seller or any of Radius; the Acquired Companies has advanced or loaned any other Person amounts in the aggregate exceeding $100,000, other than trade credit extended in the Ordinary Course of Business; (vi) agreement with respect to the lending or investing of funds; (vii) guaranty of any obligation obligation, other than endorsements made for borrowed money or otherwise; collection and guarantees of obligations of an Acquired Company pursuant to any Lease; (viii) management, consulting, advertising, marketing, promotion, technical services, advisory or other contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Acquired Business involving payments in excess of $200,000 per year; (ix) outstanding powers of attorney executed on behalf of the Seller or any Acquired Company; (x) lease or agreement under which Radius it is lessee of, or holds or operates operates, any personal property owned by any other Person calling for payments in excess of $100,000 annually; (xi) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it and calling for payments in excess of $100,000 per year; (xii) any other party, agreement or group of related agreements with the same Person for the purchase of products or services under which the annual rental exceeds expense of such products and services has a price in excess of $10,000200,000 (other than agreements with any independent consultant or employee of the Acquired Business who provides services for fees to customers of the Acquired Business (a "Consultant")); ---------- (ix) lease or agreement under which Radius is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000; (xxiii) contract which prohibits Radius or group of related contracts with the same party continuing over a period of more than six months from freely engaging in the date or dates thereof, not terminable by it on 180 days or less notice without penalties and involving more than $250,000; (xiv) non-competition or other, similar agreements imposing material restrictions on the ability of the Seller (as to the Acquired Business) or any Acquired Company to conduct business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or or (xv) other agreement which is either material to Radius’s business the Acquired Business (whether or was not entered into in the ordinary course Ordinary Course of businessBusiness). (b) To Radius’s KnowledgeThe Contracts Schedule contains a complete and accurate ------------------ list of the contracts, Radius agreements or other arrangements with the top twenty-five (25) customers of the Seller with respect to the Acquired Business and the Acquired Companies, with such top customers determined based upon annual revenues with respect to such customers for the fiscal year ended 1999. (c) Except as disclosed on the Contracts Schedule, (i) no ------------------ contract on the Contracts Schedule and no other material contract or commitment ------------------ has been materially breached or canceled by the other party and the Seller has no knowledge of any anticipated material breach by any other party to any contract set forth on the Contracts Schedule, (ii) no material customer or ------------------ material supplier has indicated in writing or, to the Seller's knowledge, orally to the Seller that it intends to stop or decrease the rate of business done with the Seller or any of the Acquired Companies (other than as a result of routine fluctuations that are customary in the Ordinary Course of Business), and no such material supplier has indicated in writing or orally that it desires to renegotiate its contract or current arrangement with the Seller or any of the Acquired Companies, (iii) the Seller and each of the Acquired Companies have performed all of the material obligations required to be performed by it them in connection with material contracts (including, but not limited to, all contracts set forth on the contracts, understandings, arrangements Contracts Schedule) or commitments required to be disclosed in Schedule 3.9 hereto and is are not in receipt material default (whereby such ------------------ default is continuing and has not been cured) under or in material breach of any claim material contract or commitment, and no event has occurred which, with the passage of time or the giving of notice or both, would result in such a continuing material default under or material breach thereunder, (iv) neither the Seller nor any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius of the Acquired Companies has no any present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement material contract or commitment including, without limitation, any contract set forth on the Contracts Schedule, and (v) each material agreement including, ------------------ without limitation, any contract set forth on the Contracts Schedule is legal, ------------------ valid, binding, enforceable and in full force and effect and will continue as such immediately following the consummation of the transactions contemplated hereby. (d) Except as set forth on the Contracts Schedule, the Seller has ------------------ provided the Purchaser with a true, correct, complete and accurate copy or description of all written contracts which are required to be disclosed on the Contracts Schedule, in Schedule 3.9 hereto; and Radius has no Knowledge each case together with all amendments, waivers or other ------------------ changes thereto (all of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be which are disclosed in Schedule 3.9 hereto.on the Contracts Schedule). ------------------

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee ------------------ -------- Benefits Schedule," neither the Company nor any Subsidiary is a party to or ----------------- bound by any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $75,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any such person; other Person amounts in the aggregate exceeding $100,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets of Radius; Company and its Subsidiaries; (viie) guaranty guarantee of any obligation for borrowed money in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or otherwise; a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (viiif) lease or agreement under which Radius the Company or any Subsidiary is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 100,000; (ixg) lease or agreement under which Radius the Company or any Subsidiary is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for owned or controlled by the Company or any Subsidiary; (h) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which the annual rental exceeds $10,000; it has granted any Person any registration rights (xincluding, without limitation, demand and piggyback registration rights); (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or any Affiliate of any officer, director, stockholder or employee; (m) contract which prohibits Radius or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiin) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius200,000; or (xv) other agreement with a term of more than six months which is either material to Radius’s business not terminable by the Company or was not entered into in the ordinary course of businessany Subsidiary upon less than 30 days notice without penalty. (bii) To Radius’s KnowledgeAll of the contracts, Radius has agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms in all material respects. The Company and each Subsidiary have performed all material obligations required to be performed by it them and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any material contract, understandingagreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to be disclosed in Schedule 3.9 heretowhich the Company or any Subsidiary is subject and; Radius neither the Company nor any Subsidiary has no any present expectation or intention of not fully performing all such obligations; neither the Company nor any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius Subsidiary has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any material contract, understandingagreement, arrangement instrument or commitment required to be disclosed in Schedule 3.9 heretowhich it is a party. (iii) The Purchaser's special counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or as set forth on the following agreementsattached Contracts Schedule, whether oral or written, to which Radius neither the Company nor any of its Subsidiaries is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee officer or other person employee on a full-time time, part-time, consulting or consulting other basis or contract relating to severance pay for loans to officers, directors or Affiliates or contract or arrangement with any such person; Affiliate; (viii) contract, agreement contract under which the Company or understanding relating to any of its Subsidiaries has advanced or loaned any other Person amounts in the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; aggregate exceeding $50,000; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of the assets Company or any of Radius; its Subsidiaries; (viiv) guaranty of any obligation for borrowed money or otherwise; Guaranty; (viiivi) lease or agreement under which Radius the Company or any of its Subsidiaries is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 50,000; (ixvii) lease or agreement under which Radius the Company or any of its Subsidiaries is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company or any of its Subsidiaries; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiiviii) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties, the performance of which involves consideration in excess of $10,000; (xiii) agreement for 50,000 in the sale of any capital asset; (xiv) contractsCompany’s fiscal year ended September 30, understandings2003, arrangements or commitments with respect in the Company’s current fiscal year to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) date, other agreement which is either material to Radius’s business or was not entered into than purchase and sales orders incurred in the ordinary course of business; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights) which involves consideration in excess of $50,000 in the Company’s fiscal year ended September 30, 2003, or in the Company’s current fiscal year to date; (x) agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than 30 days’ notice without penalty and which involves consideration in excess of $50,000 in the Company’s fiscal year ended September 30, 2003, or in the Company’s current fiscal year to date; (xi) contract regarding voting, transfer or other arrangements related to the Company’s capital stock or warrants, options or other rights to acquire any of the Company’s capital stock; (xii) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xiii) any other agreement which involves consideration in excess of $50,000 in the Company’s fiscal year ended September 30, 2003, or in the Company’s current fiscal year to date. (b) To RadiusAll of the contracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule (the “Material Contracts”) are valid, binding and enforceable against the Company and, to the Company’s Knowledge, Radius against all other parties thereto in accordance with their respective terms and, to the Company’s Knowledge, shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the Contracts Schedule, (i) each of the Company and its Subsidiaries has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in material default under or in breach of nor in receipt of any written claim of default or breach under any contractMaterial Contract; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, understanding, arrangement breach or commitment required to be disclosed in Schedule 3.9 heretoevent of noncompliance by the Company or any of its Subsidiaries under any Material Contract; Radius (iii) neither the Company nor any of its Subsidiaries has no any present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoall such obligations under Material Contracts; and Radius (iv) the Company has no Knowledge of any breach or anticipated breach by any the other party parties to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoMaterial Contract.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or as set forth on the following agreementsattached Contracts Schedule, whether oral or written, to and other than franchise agreements and store lease agreements (which Radius the parties agree need not be listed on the Contracts Schedule) neither the Company nor any of its Subsidiaries is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any written or oral: (i) Contract with any vendor involving annual consideration in the aggregate in excess of $100,000. (ii) Contract with any customer involving annual consideration in the aggregate in excess of $200,000. (iii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; (ii) bonus, pensionor severance agreements, profit sharingprograms, retirement policies or other form of deferred compensation plan; (iii) stock purchase or stock option plan; arrangements; (iv) contract for relating to (A) loans to officers, directors or Affiliates (other than inter-company debt among the Company and a Subsidiary or between Subsidiaries of the Company), or (B) employment of (or consulting arrangement with) any officer, individual executive officer or any other employee or other person on a full-time or consulting basis or relating to severance pay for any such person; consultant earning more than $150,000 per year; (v) contract, agreement contract under which the Company or understanding relating to any of its Subsidiaries has advanced or loaned any other Person amounts in the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; aggregate exceeding $100,000; (vi) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or group of assets of the assets Company or any of Radius; its Subsidiaries; (vii) guaranty of any obligation for borrowed money or otherwise; Guaranty; (viii) lease or agreement under which Radius the Company or any of its Subsidiaries is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 200,000; (ix) lease contracts or agreement under agreements which Radius is lessor ofinvolve any exclusivity, requirements clauses or permits similar right or obligation of any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000; thereto (including without limitation territorial exclusivity); (x) agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $100,000 annually; (xi) contract which prohibits Radius or agreement prohibiting the Company or the Company Subsidiaries from freely engaging in any business or competing anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; or (xii) contract any other agreement which is material to its operations and business prospects or commitment for capital expenditures involves a consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business100,000 annually. (b) To Radius’s Knowledgethe knowledge of the Company, Radius each of the Company and its Subsidiaries has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto all material respects and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretocontract set forth on the Contracts Schedule.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE or the attached EMPLOYEE BENEFITS SCHEDULE, no WSI Party is a party to or bound by any written or oral: (a) Schedule 3.9 hereto lists the following agreementspension, whether oral profit sharing, option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivb) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $50,000 or contract relating to severance pay for loans to officers, directors or Affiliates; (c) contract under which it has advanced or loaned any such person; other Person amounts in the aggregate exceeding $25,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vid) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets; (e) agreement or instrument which might restrict its ability to make Distributions to the assets Company or any Borrower, or that would have the effect of Radius; limiting the Company or any of its Subsidiaries from performing any of its obligations under this Agreement, the Note, or any other Transaction Document. (viif) guaranty Guarantee of any obligation for borrowed money or otherwise; in excess of $25,000; (viiig) lease or agreement under which Radius it is lessee of, or holds or operates lessor of any property, real or personal, owned by except for any other party, for lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (ixh) lease assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which Radius it has granted any Person any registration rights (including demand and piggyback registration rights); (k) sales, distribution, franchise, business opportunity, relationship or similar agreement; (l) agreement with a term of more than six months which is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000not terminable by it upon less than 30 days notice without penalty; or (xm) contract which prohibits Radius or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business. (bii) To Radius’s KnowledgeAll of the contracts, Radius has agreements and instruments set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms. The WSI Parties have performed all material obligations required to be performed by it them and are not in connection with the contracts, understandings, arrangements default under or commitments required to be disclosed in Schedule 3.9 hereto and is not breach of nor in receipt of any claim of default or breach under any contract, understandingagreement or instrument to which it is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, arrangement breach or commitment required event of noncompliance by any WSI Party under any contract, agreement or instrument to be disclosed in Schedule 3.9 heretowhich any WSI Party is subject; Radius no WSI Party has no any present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoall such obligations; and Radius no WSI Party has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any contract, understandingagreement, arrangement instrument or commitment required to be disclosed in Schedule 3.9 heretowhich it is a party; no WSI Party has delivered or received notice of, or has knowledge that any other party intends to deliver any notice of, termination or non-renewal of term under any material contract, agreement or instrument to which it is subject; and no WSI Party is a party to any contract requiring it to purchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates or any other materially adverse contract or commitment. (iii) Purchaser's special counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as set forth on the following agreementsattached Holding Contracts Schedule, whether oral or written, to which Radius neither Holding nor any of its Subsidiaries is a party, which are currently in effect, and which relate party to the operation of Radius’s business: or bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase, bonus or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis or relating to severance pay for loans to officers, directors or Affiliates; (iii) contract under which Holding or any such person; of its Subsidiaries has advanced or loaned any Person amounts exceeding $10,000 individually or $25,000 in the aggregate; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of the assets of Radius; Holding or any of its Subsidiaries; (viiv) guaranty of any obligation for borrowed money Guaranty, performance bond or otherwise; similar agreement; (viiivi) lease or agreement under which Radius Holding or any of its Subsidiaries is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 20,000 individually or $50,000 in the aggregate; (ixvii) material lease or agreement under which Radius Holding or any of its Subsidiaries is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which the annual rental exceeds $10,000; owned or controlled by Holding or any of its Subsidiaries; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xiiviii) contract or commitment for capital expenditures group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $10,000; 20,000 individually or $50,000 in the aggregate, other than purchase and sales orders (xiiiincluding orders for professional services) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into incurred in the ordinary course of business; (ix) assignment, license, indemnification or other agreement with respect to any intangible property (including any Intellectual Property) other than with respect to software that is generally commercially available and is used without material alteration or enhancement; (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by Holding or any of its Subsidiaries upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $20,000 individually or $50,000 in the aggregate annually; (xiv) contract regarding voting, transfer or other arrangements related to its capital stock or warrants, options or other rights to acquire any of its capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xvi) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $20,000 individually or $50,000 in the aggregate annually. (b) To RadiusAll of the contracts, Holding Leases, agreements and instruments set forth or required to be set forth on the attached Holding Contracts Schedule are valid, binding and enforceable in accordance with their respective terms and, to Holding’s Knowledge, Radius except for such contracts, Holding Leases, agreements and instruments that shall have expired in accordance with their terms, shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the attached Holding Contracts Schedule: (i) each of Holding and its Subsidiaries has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, understandingHolding Lease, arrangement agreement or commitment instrument set forth or required to be disclosed set forth on the attached Holding Contracts Schedule; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in Schedule 3.9 heretoa default, breach or event of noncompliance by Holding or any of its Subsidiaries under any contract, Holding Lease, agreement or instrument set forth or required to be set forth on the attached Holding Contracts Schedule; Radius (iii) neither Holding nor any of its Subsidiaries has no any present expectation or intention of not fully performing any material obligation pursuant to any all such obligations; (iv) no contract, understandingHolding Lease, arrangement agreement or commitment instrument set forth or required to be disclosed in set forth on the attached Holding Contracts Schedule 3.9 heretois currently subject to or is expected to be subject to cancellation or any other material modification by the other party thereto (by reason of the Merger or otherwise) or is subject to or is expected to be subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and Radius has (v) to Holding’s Knowledge, there is no Knowledge of any breach or anticipated breach by the other parties to any other contract, Holding Lease, agreement or instrument set forth or required to be set forth on the attached Holding Contracts Schedule, and (vi) Holding and its Subsidiaries have not subleased, licensed, or otherwise granted any Person the right to use or occupy any leased real property or any portion thereof. Neither Holding nor any of its Subsidiaries is a party to any contract, understanding, arrangement agreement or commitment required the performance of which could reasonably be expected to be disclosed in have a Material Adverse Effect on Holding or its Subsidiaries. (c) SANZ’s and Merger Sub’s counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached Holding Contracts Schedule, together with all amendments, waivers or other changes thereto. To the extent applicable, the contracts identified on the attached Holding Contracts Schedule 3.9 heretoare separately identified by the type of contract.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or any Related Documents or as set forth on Item 4.16 of the following agreementsDisclosure Schedule, whether oral or writtenas of the date of this Agreement, to which Radius neither Crown nor any of its Subsidiaries is a party, which party to any written or oral (all items set forth thereon are currently in effect, and which relate referred to the operation of Radius’s business: as "Material Agreements"): (i) collective bargaining agreement pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $100,000 or contract relating to severance pay for loans to officers, directors, shareholders or Affiliates; (iii) contract under which it has advanced or loaned any such person; other Person amounts in the aggregate exceeding $100,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien an Encumbrance on any material asset or material group of the assets of Radius; assets; (viiv) guaranty guarantee of any obligation for borrowed money obligation; (vi) lease, sublease, license or otherwise; (viii) lease or other agreement under which Radius it is lessee ofor sublessee or licensee of or holds, or holds uses, occupies or operates any property, real or personal, owned by any other party, except for any such agreement relating to real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 100,000; (ixvii) lease lease, sublease, license or other agreement under which Radius it is lessor of, or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate, operate any property, real or personal, for which the annual rental exceeds owned or controlled by it in excess of $10,000; 100,000; (viii) assignment, license or indemnification with respect to any intangible property, (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (ix) warranty agreement with respect to its services rendered or its products sold or leased; (x) agreement under which it has granted any Person any registration rights or similar rights (including piggyback rights) or co-sale or similar rights in respect of any of its securities; (xi) sales, distribution or franchise agreements involving amounts in excess of $100,000; (xii) agreement with a term of more than six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in excess of $100,000; (xiii) contract which prohibits Radius or agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the world; ; (xixiv) license contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of its Interests with any officer, director, employee, or holder of Interests; (xv) joint venture, partnership or similar agreement providing for the payment involving a sharing of profits or receipt of royalties expenses; (xvi) any other agreement which is material to its operations and business prospects or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business100,000 annually. (b) To Radius’s KnowledgeTrue and complete copies of all written Material Agreements, Radius and accurate and complete summaries of the material terms of all oral Material Agreements, have been made available to the Odyssey Investors or their respective counsel. Except as set forth on Item 4.16 of the Disclosure Schedule, or where the failure would not have a Material Adverse Effect on Crown, all of the Material Agreements set forth on such Item 4.16 are in full force and effect and are valid, binding and enforceable against Crown and each of its Subsidiaries in accordance with their respective terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). Each of Crown and each of its Subsidiaries has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any of its Subsidiaries is in connection with the contractsdefault under or in breach of, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and nor is not any of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the passing of time, the giving of notice, or both would constitute a breach or default under any contract, understanding, arrangement or commitment required such Material Agreement to which it is subject which would reasonably be disclosed in Schedule 3.9 heretoexpected to have a Material Adverse Effect on Crown; Radius neither Crown nor any of its Subsidiaries has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any contract, understanding, arrangement or commitment required Material Agreement to which it is a party which would be disclosed in Schedule 3.9 heretoreasonably expected to have a Material Adverse Effect on Crown.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement or as set forth on the following agreementsattached CONTRACTS SCHEDULE, whether oral Seller is not a party to or written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: bound by any written or oral: (i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union; , or severance agreements, programs, policies or arrangements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis or relating to severance pay for loans to officers, directors or Affiliates; (iii) contract under which Seller has advanced or loaned any such person; other Person amounts in the aggregate exceeding $10,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any of the assets of Radius; Purchased Asset or Assumed Liability; (viiv) guaranty of any obligation for borrowed money Guaranty, performance bond or otherwise; similar agreement; (viiivi) lease or agreement under which Radius Seller is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; ; (ixvii) lease or agreement under which Radius Seller is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for owned or controlled by Seller; (viii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the annual rental exceeds aggregate in excess of $10,000; ; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xii) sales, distribution, supply or franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by Seller upon less than 30 days' notice without penalty and involves a consideration in excess of $10,000 annually; (xiv) contract which prohibits Radius regarding voting, transfer or other arrangements related to Seller's capital stock or warrants, options or other rights to acquire any of Seller's capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xixvi) license any other agreement which is material to its operations and business prospects or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures involves a consideration in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business25,000 annually. (b) To Radius’s KnowledgeAll of the contracts, Radius leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) Seller has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, understandinglease, arrangement agreement or commitment required instrument to be disclosed which Seller is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in Schedule 3.9 heretoa default, breach or event of noncompliance by Seller under any contract, lease, agreement or instrument to which Seller is subject; Radius has no (iii) Seller does not have any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material obligation pursuant modification by the other party thereto or is subject to any contractpenalty, understanding, arrangement right of set-off or commitment required to be disclosed in Schedule 3.9 heretoother charge by the other party thereto for late performance or delivery; and Radius (v) none of the Seller Parties has no Knowledge knowledge of any breach or anticipated breach by the other parties to any other contract, lease, agreement, instrument or commitment to which they are parties. Seller is not a party to any contract, understanding, arrangement agreement or commitment the performance of which could reasonably be expected to have a Material Adverse Effect. (c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto. (d) Seller has either completed work assignments with System Owners within the time specified by System Owners or reached mutually satisfactory arrangements regarding work performance to specified time schedules without penalty to Seller. (e) Seller is not required to be disclosed have retainages withheld under existing contracts with System Owners other than that certain Agreement for Construction of Cable Television System dated as of January 1, 1998, between Time Warner Entertainment - Advance/▇▇▇▇▇▇▇▇ Partnership and Communicor Corporation, for which Seller has posted a bond in Schedule 3.9 heretolieu of retainage.

Contracts and Commitments. (a) Except as set forth in Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business3.13: (a Seller is not a party to any contract, commitment or arrangement of the type described below which would be binding on Purchaser with respect to any employees of the Mounds Facility after the Closing Date, or would otherwise be applicable to or binding upon Purchaser for any reason whether now or at any time after the Closing Date: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase plan or stock option plan; purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal, or severance agreements or arrangements; (ivii) contract with any labor union or contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or consulting basis or relating to severance pay for any such person; basis; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viiii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Radius; Purchased Assets; (viiiv) guaranty guarantee of any obligation for borrowed money or otherwise; , other than endorsements made for collection in the ordinary course of business; (v) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities; (vi) license or royalty agreement; (vii) lease or agreement under which it is lessee of or holds or operates any personal property owned by any other party for which the aggregate annual rental payments to any one Person and its affiliates exceeds $25,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder); (viii) lease or agreement under which Radius it is lessee of, lessor of or holds permits any third party to hold or operates operate any property, real or personal, owned or controlled by any other party, it for which the aggregate annual rental exceeds $10,000; 25,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder); (ix) lease contract or agreement group of related contracts with the same party for the purchase or sale of products or services under which Radius is lessor of, or permits the undelivered balance of such products and services has a selling price in excess of $25,000 (except to the extent any third party of the foregoing constitutes a Contract Right to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000; be assumed by Purchaser hereunder); (x) other contract or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, not terminable by it on thirty (30) days' or less notice without penalties or involving more than $25,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder); (xi) contract which prohibits Radius it from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business. (b) To Radius’s Knowledge, Radius has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in receipt of any claim of default under any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto.;

Contracts and Commitments. Section 4.19 of the Disclosure Schedule sets forth a list of all material agreements, Contracts and commitments to which the Company or any Company Subsidiary is a party or by which the Company, any Company Subsidiary or their respective assets are bound (each, a “Material Contract”), including, without limitation: (a) Schedule 3.9 hereto lists the following agreements, whether oral contracts, commitments or writtenarrangements involving Intellectual Property; (b) employment agreements or severance agreements or employee termination arrangements that are not terminable at will by the Company or a Company Subsidiary without penalty; (c) any change of control agreements with employees of the Company or any Company Subsidiary; (d) agreements, contracts, commitments or arrangements containing any covenant limiting the ability of the Company or any Company Subsidiary to which Radius is a partyengage in any line of business or to compete with any business or person; (e) agreements or contracts with any officer, which are currently in effect, and which relate to the operation director or employee of Radius’s business: (i) collective bargaining agreement the Company or contract with any labor union; (ii) bonusany Company Subsidiary (other than employment, pensionseverance and change of control agreements covered by clause (b) or (c) above); (f) agreements or contracts under which the Company or any Company Subsidiary has borrowed or loaned money, profit sharingor any note, retirement bond, indenture, mortgage, installment obligation or other form evidence of deferred compensation plan; (iii) stock purchase indebtedness for borrowed or stock option plan; (iv) contract for the employment loaned money or any guarantee of any officersuch indebtedness, individual employee or other person on a full-time or consulting basis or in each case, relating to severance pay for any such person; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Radius; (vii) guaranty of any obligation for borrowed money or otherwise; (viii) lease or agreement under which Radius is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $10,000; (ix) lease or agreement under which Radius is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $10,000; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures amounts in excess of $10,000; 5,000; (xiiig) agreement for joint venture agreements or other agreements involving the sale sharing of profits; (h) leases pursuant to which personal or real property is leased to or from the Company or any capital asset; Company Subsidiary; (xivi) powers of attorney from the Company or any Company Subsidiary; (j) guaranties, suretyships or other contingent agreements of the Company or any Company Subsidiary; (k) all agreements, contracts, understandingscommitments and arrangements between the Company or any Company Subsidiary and any Governmental Entity; (l) any agreement, arrangements contract, commitment or commitments arrangement relating to capital expenditures with respect to the Company or any Company Subsidiary and involving future payments which exceed $5,000 in any 12 month period; (m) any agreement, contract, commitment or arrangement relating to the acquisition and/or use of assets (other than in the ordinary course of business consistent with past practice) or any capital stock of any business enterprise; (n) any investment banking or other professional services agreement; (o) contracts (other than those covered by Radius clause (a) through (n) above) pursuant to which the Company and the Company Subsidiaries will receive or pay in excess of Intellectual Property $5,000 over the life of others the contract; (p) any other material agreements, Contracts and commitments whether or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of business.; and (bq) To Radius’s Knowledge, Radius has performed all material obligations required proposed arrangements or contracts of the Company or the Company Subsidiaries which the Company reasonably expects to be performed by it near consummation and of a type that if entered into would be a Contract described in connection with clauses (a) through (o) above. Neither the contractsCompany, understandingsany Company Subsidiary nor, arrangements to the Stockholder’s and the Company’s knowledge, any other party thereto, is in material breach of or commitments required to be disclosed in Schedule 3.9 hereto and is not in receipt of any claim of material default under any contractMaterial Contract. Each such Material Contract is in full force and effect, understandingand is a legal, arrangement or commitment required valid and binding obligation of the Company and/or the applicable Company Subsidiaries and, to be disclosed the Stockholder’s and the Company’s knowledge, each of the other parties thereto, enforceable in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoaccordance with its terms.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as expressly contemplated by this Agreement and the following agreementsRelated Agreements or as set forth on the attached "Contracts Schedule," as of the Closing, whether oral the Company is not a party to any written: (A) pension, profit sharing, stock option, employee stock purchase or writtenother plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement or any contract with any labor union; , or any severance agreements; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase or stock option plan; (ivB) contract for the employment of any officer, individual employee or other person Person on a full-time time, part-time, consulting or consulting other basis providing annual compensation in excess of $50,000 or contract relating to severance pay for loans to officers, directors or affiliates; (C) contract under which the Company has advanced or loaned any such person; other Person amounts in the aggregate exceeding $25,000; (v) contract, agreement or understanding relating to the voting of Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (viD) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the assets of Radius; Company; (viiE) guaranty guarantee of any obligation for borrowed money or otherwise; in excess of $25,000; (viiiF) lease or agreement under which Radius the Company is lessee of, of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds payments do not exceed $10,000; 25,000; (ixG) lease or agreement under which Radius the Company is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, for which owned or controlled by the annual rental exceeds $10,000; Company; (xH) contract or group of related contracts with the same party or group of affiliated parties the performance of which prohibits Radius involves payment obligations on the part of the Company in excess of $25,000; (I) assignment, license, indemnification or agreement with respect to any material intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information) but excluding shrink-wrap licenses for the internal use by the Company of off-the-shelf software; (J) warranty agreement with respect to its services rendered or its products sold or leased (other than the warranty provided to all customers on the Company's Website); (K) agreement under which it has granted any Person any registration rights (including piggyback rights); (L) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (M) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; world (xiother than covenants contained in agreements listed on the Contracts Schedule); (N) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either material to Radius’s business or was not entered into in the ordinary course of businessbusiness which is material to its operations or involves payment obligations on the part of the Company in excess of $25,000 annually. (b) To Radius’s Knowledgethe Company's knowledge, Radius all of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company has performed all material obligations required to be performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any material contract, understandingagreement or instrument to which the Company is subject; to the Company's knowledge, arrangement no event has occurred which with the passage of time or commitment required the giving of notice or both would result in a material default, breach or event of noncompliance under any material contract, agreement or instrument listed on the Contracts Schedule except to be disclosed in Schedule 3.9 heretothe extent that such breach or non-compliance will not have a material adverse effect on the Company's financial condition, operating results, assets or operations; Radius has no the Company does not have any present expectation or intention of not fully performing any material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 heretoall such obligations; and Radius the Company has no Knowledge knowledge of any breach or anticipated breach by any the other party parties to any contract, understanding, arrangement material contract or commitment required to be disclosed in Schedule 3.9 heretowhich it is a party except to the extent that such breach or non-compliance will not have a material adverse effect on the Company's financial condition, operating results, assets or operations.