Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. (a) Molson has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Order. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal and binding obligation of Molson, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currency.

Authority Relative to this Agreement. (a) Molson The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and Agreement, to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by Molson of this Agreement and by the other Transaction Documents to which it is party Company and the consummation by Molson the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of Molson, Directors of the Company and no other corporate proceedings on the part of Molson the Company are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplatedcontemplated hereby, other than except for any required approval of the Molson Shareholder Approval, Amalgamation by the Interim Order and the Final OrderCompany’s shareholders as set forth in Section 4.21 of this Agreement. This Agreement has been, and each other Transaction Document to which Molson is or will be party been declared advisable by the Board of Directors of the Company. This Agreement has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution Company and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsonthe Company, enforceable against Molson in accordance with its terms. Except as set forth in Section 4.05, or as set forth on Section 4.04 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary (and none of their respective terms, except that property or assets) is subject to or obligated under any provision of (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generallyits respective Organizational Documents, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and Contract, (iii) any Permit or (iv) any Law or Governmental Order, which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any Encumbrance on any of its assets would be created or suffered by or result from the Currency Act Company’s execution and performance of this Agreement, except as to clauses (Canadaii), (iii) precludes or (iv) above where any such breach, violation, right of termination or acceleration, or Encumbrances, individually or in the aggregate, could not reasonably be expected to have a court Company Material Adverse Effect. Subject to the completeness and accuracy of Parent’s representations in Canada from rendering judgment in this Agreement, the execution, delivery and performance of this Agreement and the consummation of the Amalgamation and the other transactions contemplated hereby by the Company will not require the consent, order, authorization or approval of, declaration or notice to or registration or filing with any currency Governmental Entity, other than Canadian currency(i) pursuant to applicable requirements, if any, of the Exchange Act, state “blue sky” or takeover laws, and the HSR Act and any other applicable Antitrust Laws, (ii) filing and recordation of appropriate Amalgamation Documents as required by the Companies Act, (iii) compliance with the United States Communications Act of 1934, as amended, including without limitation, as amended by the United States Telecommunications Act of 1996 and any rules, regulations or policies promulgated by the FCC or any Telecommunications Operating Authority and Laws, each of which consent, approval, registration, license and filing is listed on Section 4.04 of the Company Disclosure Schedule except those which the failure to obtain or make could not reasonably be expected to have a Company Material Adverse Effect; (iv) any approvals specified by Parent in Section 5.03, and (v) the Exon Xxxxxx Notification (as defined in Section 6.07(a)). To the Knowledge of the Company, no Bermuda or state takeover statute or similar statute or regulation applies or purports to apply to the Amalgamation, this Agreement or any of the transactions contemplated hereby.

Authority Relative to this Agreement. (a) Molson Each of Parent and Purchaser has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its respective obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by Parent and the other Transaction Documents to which it is party Purchaser and the consummation by Molson Parent and Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Boards of MolsonDirectors of Parent and Purchaser, and no other corporate proceedings (other than such consents which have already been obtained) on the part of Molson Parent or Purchaser are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution Parent and delivery by the other parties thereto, Purchaser and constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach such company, enforceable against Molson in accordance with its respective terms, except to the extent that (i) such enforcement enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors rights generally or by equitable principles. None of Parent or Purchaser is subject to or obligated under any provision of (a) its respective Certificate of Incorporation or By-Laws, now or hereafter in effect, affecting creditors' rights generally(b) any contract, (iic) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries assets could be created by its execution, delivery and performance of this Agreement and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion consummation by it of the court before which any proceeding may be brought transactions contemplated hereby, other than consent requirements that have already been satisfied and, in the cases of clauses (b), (c) and (iii) d), any such breaches or violations which will not, individually or in the Currency aggregate, have a Material Adverse Effect. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act, the securities or blue-sky laws of the various states of the United States and the provinces of Canada and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (Canada) precludes the "H-S-R ACT"), no authorization, consent or approval of or filing with, any public body, court or authority is necessary on the part of Parent or Purchaser for the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have a court in Canada from rendering judgment in any currency other than Canadian currencyMaterial Adverse Effect on Parent or Purchaser or on the ability of Parent or Purchaser to perform their respective obligations hereunder.

Authority Relative to this Agreement. (a) Molson Each Company Signatory has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is party and or will be a party, to perform all of its respective obligations hereunder and thereunder and, subject to receiving the receipt of the Molson Shareholder Requisite Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery and performance by Molson of this Agreement by each Company Signatory, the execution and delivery at or prior to Closing by each Company Signatory of each of the other Transaction Documents Ancillary Agreements to which it is party or will be a party, and the consummation by Molson each Company Signatory of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Molsonor limited liability company action, and no other corporate or limited liability proceedings on the part of Molson either Company Signatory are necessary to authorize this Agreement or the such other Transaction Documents, Documents or to consummate the transactions so contemplatedTransactions (other than, other than (a) with respect to the Molson Shareholder Xtribe Merger, the Requisite Approval, and (b) the Interim Order filing and recordation of appropriate merger documents as required by the Final OrderDLLCA). This Agreement has been, and at the Closing each other Transaction Document of the Ancillary Agreements to which Molson the applicable Company Signatory is or is contemplated to be a party will be party has been, or will be at or prior to the Closingbe, duly and validly executed and delivered by Molson the applicable Company Signatory and, assuming the due authorization, execution and delivery by WinVest and the other parties theretoMerger Subs, constitutes constitutes, or will constitute at or prior to the ClosingClosing constitute, a validlegal, legal valid and binding obligation of Molsonthe Company Signatories, enforceable against Molson the Company Signatories in accordance with its respective terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws of general application affecting enforcement of creditors' ’ rights generally, or by general equitable principles (ii) collectively, the remedy “Remedies Exceptions”). To the knowledge of specific performance and injunctive and the Company Signatories, no other forms of equitable relief may be subject to equitable defenses and state takeover statute is applicable to the discretion of Xtribe Merger or the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyTransactions.

Authority Relative to this Agreement. (a) Molson The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and by the other Transaction Documents to which it is party Company and the consummation by Molson the Company of the transactions contemplated hereby and thereby have been duly and validly unanimously authorized by all necessary corporate action on the part Board of MolsonDirectors of the Company and, and except for the approval of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of Molson the Company are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution Company and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsonthe Company, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement may be terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or other similar Laws, now or hereafter in effect, affecting relating to the enforcement of creditors' rights generallyand remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (iib) except as set forth in the remedy Disclosure Schedule, any material contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in respect of specific which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets could be created by the Company's execution, delivery and performance of this Agreement and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion consummation by the Company of the transactions contemplated hereby, other than, in the case of clause (c) or (d), any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Company Material Adverse Effect. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Xxxx-Xxxxx-Xxxxxx Act, no authorization, consent or approval of, or filing with, any public body, court before which any proceeding may be brought and (iii) or authority is necessary for the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyconsummation by the Company of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson Each of BHP, Sub and ------------------------------------ Purchaser has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its respective obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by BHP, Sub and the other Transaction Documents to which it is party Purchaser and the consummation by Molson BHP, Sub and Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Boards of MolsonDirectors of BHP, Sub and Purchaser, and no other corporate proceedings on the part of Molson BHP, Sub or Purchaser are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson andBHP, assuming the due authorization, execution Sub and delivery by the other parties thereto, Purchaser and constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach such company, enforceable against Molson in accordance with its respective terms, except to the extent that (i) such enforcement enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws relating to or affecting the enforcement of creditors rights generally or by equitable principles. None of BHP, now Sub or hereafter Purchaser is subject to or obligated under any provision of (a) its respective Certificate of Incorporation (or, in effectthe case of BHP, affecting creditors' rights generallyits Memorandum of Association) or By-Laws (or, in the case of BHP, its Articles of Association), (iib) any contract, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached or violated by its execution, delivery and performance of this Agreement and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion consummation by it of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency transactions contemplated hereby, other than Canadian currencyany such breaches or violations which will not, individually or in the aggregate, have a material adverse effect on the ability of BHP, Sub and Purchaser to consummate the transactions contemplated by this Agreement. Other than in connection with or in compliance with the provisions of the Delaware Law, Arizona Law (as defined in Section 4.4), the Exchange Act, the securities or blue-sky laws of the various states of the United States and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (the "H-S- R Act"), no authorization, consent or approval of or filing with, any public body, court or authority is necessary on the part of BHP, Sub or Purchaser for the consummation by BHP, Sub and Purchaser of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the ability of BHP, Sub or Purchaser to perform their respective obligations hereunder.

Authority Relative to this Agreement. (a) Molson MBI has all necessary the corporate power and authority to execute and deliver enter into this Agreement and and, subject to approval of the other Transaction Documents MBI Share Proposal by the holders of MBI Common Stock to which it is party and consummate the Merger, to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part MBI's Board of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final OrderDirectors. This Agreement has been, constitutes a valid and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal and legally binding obligation of Molson, MBI enforceable against Molson in accordance with its respective terms, except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors' rights generally, (ii) generally and except that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought brought. Except for the approval of the holders of MBI Common Stock described in Section 3.7(a), no other corporate proceedings on the part of MBI are necessary to authorize this Agreement and the transactions contemplated hereby. Except as disclosed in the MBI SEC Reports (as defined below) or in Section 4.4 of the MBI Disclosure Schedule, MBI is not subject to or obligated under (i) any charter, bylaw, indenture or other loan document provision or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to MBI or any of its subsidiaries or their respective properties or assets, which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Agreement other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, accelerations or losses which, either singly or in the aggregate, will not have an MBI Material Adverse Effect or prevent the consummation of the transactions contemplated hereby and (iiiB) the Currency laws and regulations referred to in the next sentence. Except in connection, or in compliance, with the provisions of the Securities Act of 1933, as amended (Canada) precludes a court in Canada from rendering judgment in the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any currency public body or authority is necessary for the consummation by MBI of the Merger or the other transactions contemplated by this Agreement, other than Canadian currencyfilings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have an MBI Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement. (a) Molson Each Indemnitor has all necessary corporate the ------------------------------------ requisite power and authority and, with respect to each Indemnitor who is a natural person, full legal right and capacity, to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its it or his obligations hereunder and thereunder and, subject under this Agreement. All action of each Indemnitor necessary to authorize the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Molson such Indemnitor has been taken, and no other proceedings on the part of such Indemnitor are necessary to authorize the execution and delivery by such Indemnitor of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson such Indemnitor of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on hereunder. Neither the part of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Order. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery of this Agreement by such Indemnitor, nor the other parties theretoconsummation by such Indemnitor of the transactions contemplated hereunder, constitutes nor performance by such Indemnitor of any of its or his obligations under this Agreement does or will constitute at or prior to the Closing, a valid, legal and binding obligation of Molson, enforceable against Molson in accordance with its respective terms, except that (i) conflict with or result in a violation or any breach of any provisions of the Organizational Documents, as applicable, of such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generallyIndemnitor, (ii) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the remedy terms, conditions or provisions of specific performance and injunctive and any note, bond, mortgage, indenture, lease, license, easement, restriction, contract, agreement or other forms instrument or obligation to which such Indemnitor is a party or is subject or by which such Indemnitor or any of equitable relief its properties or other assets may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and bound, or (iii) conflict with or violate any provision of any law, statute, rule or regulation or any judgment, order, writ, injunction, decree, rule or regulation of any court or federal, state or other governmental agency, authority or regulatory body applicable to such Indemnitor or any of its properties or other assets or result in the Currency Act (Canada) precludes a court in Canada from rendering judgment in creation of any currency other than Canadian currency.Lien upon the Properties or such Indemnitor's Interest. 3.2

Authority Relative to this Agreement. (a) Molson Purchaser has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of MolsonPurchaser, and no other corporate proceedings on the part of Molson Purchaser are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents have been duly executed and delivered by Purchaser and constitute the legal, valid and binding obligation of Purchaser, enforceable in accordance with their terms. Purchaser is not subject to or obligated under any provision of (a) its Certificate of Incorporation or Bylaws, (b) any contract to which it is a party or by which it is bound, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or agreement or any encumbrance on any of its assets would be created or suffered by its execution and performance of this Agreement or the other Transaction Documents, except (as to clauses (b), (c) or to consummate (d) above) where such breach, violation or right which would not individually, or in the aggregate, prevent or materially delay Purchaser from performing its obligations under this Agreement. Neither the execution of the Transaction Documents nor the consummation of the transactions so contemplatedcontemplated herein and therein will require the consent or approval of or registration or filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, other than where the Molson Shareholder Approval, failure to obtain such consents or approvals or to make any such registration or filing would not have individually or in the Interim Order and the Final Order. This Agreement has been, and each other Transaction Document to which Molson is aggregate a Material Adverse Effect on or will be party has been, prevent or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal and binding obligation of Molson, enforceable against Molson in accordance with materially delay Purchaser from performing its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyobligations under this Agreement.

Authority Relative to this Agreement. (a) Molson The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party Option Agreement and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party Option Agreement by the Company and the consummation by Molson the Company of the transactions contemplated hereby and thereby have been duly and validly unanimously authorized by all necessary corporate action on the part Board of MolsonDirectors of the Company and, and except for the approval of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of Molson the Company are necessary to authorize this Agreement or the other Transaction DocumentsOption Agreement and the transactions contemplated hereby and thereby. This Agreement and Option Agreement have been duly executed and delivered by the Company and the Agreement constitutes valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule 4.4, neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets would be created by the Company's execution, delivery and performance of this Agreement or the Option Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement other than (i) filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and (ii) such authorizations, consents, approvals or filings with respect to which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the ability of the parties to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order contemplated hereby. The Company agrees to make any and the Final Order. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at all such filings on or prior to the Closing, duly and validly executed and delivered by Molson and, assuming Effective Time if the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior Company is required to the Closing, a valid, legal and binding obligation of Molson, enforceable against Molson in accordance with its respective terms, except that (i) make such enforcement may be subject to filings under applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencylaw.

Authority Relative to this Agreement. (a) Molson Coors has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Coors Stockholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Molson Coors of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson Coors of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of MolsonCoors, and no other corporate proceedings on the part of Molson Coors are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Coors Stockholder Approval, the Interim Order and the Final Order. This Agreement has been, and each other Transaction Document to which Molson Coors is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson Coors and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal and binding obligation of MolsonCoors, enforceable against Molson Coors in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currency.

Authority Relative to this Agreement. (a) Molson Each of the Purchaser and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party Shareholders Agreement, as applicable, and to perform carry out its respective obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party Shareholders Agreement, as applicable, by the Purchaser and the Merger Sub, as applicable, and the consummation by Molson the Purchaser and the Merger Sub, as applicable, of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part respective Boards of MolsonDirectors of the Purchaser and the Merger Sub, as applicable, by the Purchaser as the sole stockholder of the Merger Sub, and no other corporate proceedings proceedings, including the vote of the stockholders of the Purchaser, on the part of Molson the Purchaser or the Merger Sub are necessary to authorize this Agreement or the other Transaction DocumentsShareholders Agreement, as applicable, or to commence the Offer and consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order contemplated hereby and the Final Orderthereby. This Agreement has beenand the Shareholders Agreement, and each other Transaction Document to which Molson is or will be party has beenas applicable, or will be at or prior to the Closing, have been duly and validly executed and delivered by Molson and, assuming the due authorization, execution Purchaser and delivery by the other parties thereto, constitutes or will Merger Sub and constitute at or prior to the Closing, a valid, legal valid and binding obligation obligations of Molsoneach such company, as applicable, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement may be their terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or other similar Laws, now or hereafter in effect, affecting relating to the enforcement of creditors' rights generallyand remedies generally and subject, as to enforceability, to general principles of equity (ii) regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the remedy of specific performance and injunctive and other forms of equitable relief may be Purchaser nor the Merger Sub is subject to equitable defenses or obligated under any provision of (a) its Certificate of Incorporation or By-Laws, or (b) any contract, indenture, instrument, or other agreement, or (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached, violated or defaulted or in respect of which a right of termination or acceleration or any encumbrance on any of its assets could be created by its execution, delivery and performance of this Agreement or the Shareholders Agreement, as applicable, and the consummation by it of the transactions contemplated hereby and thereby, other than any such breaches, violations, defaults, rights of termination or acceleration, or encumbrances, which will not, individually or in the aggregate, have a material adverse effect on the ability of the Merger Sub to consummate the Offer or the Merger. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Act, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Purchaser or the Merger Sub for the consummation by the Purchaser and the Merger Sub of the transactions contemplated by this Agreement or the Shareholders Agreement, as applicable, other than filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and the Purchaser and the Merger Sub each agrees to make any and all such filings on or prior to the discretion Effective Time if any of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencysuch parties are required to make such filings under applicable law.

Authority Relative to this Agreement. (a) Molson The Company has all necessary the corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Company's Board of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final OrderDirectors. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molson, the Company enforceable against Molson in accordance with its respective terms, terms except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, laws affecting creditors' the enforcement of creditors rights generally, (ii) generally and except that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought brought. Except for the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the shares of Company Stock outstanding and entitled to vote thereon as described in Section 3.7, and the filing and recordation of appropriate merger documents as required by the GCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or consummate transactions contemplated hereby. The Company is not subject to or obligated under (iiii) any charter, by-law, indenture or other loan or credit document provision or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Currency Act Company or any of its subsidiaries or their respective properties or assets which would be breached or violated, or under which there would be a default (Canada) precludes with or without notice or lapse of time, or both), or under which there would arise a court in Canada from rendering judgment in right of termination, cancellation, modification or acceleration of any currency obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and carrying out this Agreement except for such breaches, violations, defaults or arising of such rights which would not reasonably be expected to have a Company Material Adverse Effect. Except as required by the HSR Act, the Securities Act, the Exchange Act, and the corporation, securities or blue sky laws or regulations of the various states, and except for the filing and recordation of appropriate merger documents as required by the GCL, no filing or registration with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by the Company of the Merger or the other transactions contemplated by this Agreement, other than Canadian currencyfilings, registrations, authorizations, consents or approvals the failure to make or obtain which has not had, and would not reasonably be expected to have, a Company Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement. (a) Molson The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and by the other Transaction Documents to which it is party Company and the consummation by Molson the Company of the transactions contemplated hereby and thereby have been duly and validly unanimously authorized by all necessary corporate action on the part Board of MolsonDirectors of the Company and, and except for the approval of its stockholders (if required) as set forth in Section 6.1, no other corporate proceedings on the part of Molson the Company are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has beenbeen duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. Neither the Company nor any of its subsidiaries is subject to or obligated under any provision of (a) its Certificate or Articles of Incorporation or By-Laws, (b) except as set forth in the Disclosure Schedule, any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets could be created by the Company's execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, individually or in the aggregate, have a Company Material Adverse Effect. Other than in connection with or in compliance with the provisions of the Delaware Law, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxx, no 12 authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement other than filings with such foreign jurisdictions in which subsidiaries of the Company are organized which may require filings to be made in connection with the transfer of control of such subsidiaries, and each other Transaction Document the Company agrees to which Molson is or will be party has been, or will be at make any and all such filings on or prior to the Closing, duly and validly executed and delivered by Molson and, assuming Effective Time if the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior Company is required to the Closing, a valid, legal and binding obligation of Molson, enforceable against Molson in accordance with its respective terms, except that (i) make such enforcement may be subject to filings under applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencylaw.

Authority Relative to this Agreement. (a) Molson F Co has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents each Ancillary Agreement to which it is party and or will become a party, to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby Merger and therebythe Other Transactions. The execution, delivery and performance by Molson of this Agreement and the other Transaction Documents each Ancillary Agreement to which it is or will become a party by F Co, and the consummation by Molson F Co of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and validly authorized by all necessary corporate action on the part of Molson, F Co and no other corporate proceedings on the part of Molson F Co are or will be necessary to authorize this Agreement or to consummate the Merger and the Other Transactions (other Transaction Documentsthan the adoption of this Agreement by the stockholders of F Co and the filing and recordation of the Certificate of Merger, in each case as required by the provisions of the DGCL and the DLLCA). Except for the adoption of this Agreement by the stockholders of F Co in accordance with the provisions of the DGCL, the affirmative vote or consent of the holders of any class or series of capital stock or other securities of F Co, or any of them, is not necessary to approve any agreement or instrument contemplated hereby or by any of the Other Transactions other than this Agreement or to consummate any of the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final OrderOther Transactions contemplated hereby or thereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, F Co and assuming the due authorization, execution and delivery by the other parties theretoC Co, constitutes or will constitute at or prior to the Closinga legal, a valid, legal valid and binding obligation of MolsonF Co, enforceable against Molson it in accordance with its respective terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors' rights generally, (ii) the remedy of specific performance generally and injunctive and other forms of equitable relief may be subject to equitable defenses the effect of general principles of equity. Each other Ancillary Agreement to which F Co will be a party (the "F Co Closing Documents"), upon execution and delivery by F Co,, will constitute a legal, valid and binding obligation of F Co, enforceable against it in accordance with its terms, subject to the discretion effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyeffect of general principles of equity.

Authority Relative to this Agreement. (a) Molson Each of Parent and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by Parent and the other Transaction Documents to which it is party Merger Sub and the consummation by Molson Parent and the Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on Parent and by the part Board of MolsonDirectors and sole shareholder of the Merger Sub, and no other corporate proceedings on the part of Molson Parent or the Merger Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution Parent and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsonthereof, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors' rights generallygenerally or by general principles of equity. Neither Parent nor the Merger Sub is subject to, or obligated under, any provision of (a) their respective Articles of Incorporation or Bylaws, (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to equitable defenses compliance with the statutes referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and to performance of this Agreement and the discretion consummation by it of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency transactions contemplated hereby, other than Canadian currencyany such breaches or violations which will not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of Parent and its subsidiaries, taken as a whole. Other than authorizations, consents and approvals of or filings or registrations with the Arizona Law, applicable federal and state governmental authorities, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or the Merger Sub for the consummation by Parent and the Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of Parent and its subsidiaries, taken as a whole.

Authority Relative to this Agreement. (a) Molson has all necessary corporate power NON-CONTRAVENTION. The execution and authority to execute and deliver delivery of this Agreement by Cougar and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt consummation by Cougar of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The executionhave been duly authorized by the Board of Directors of Cougar and, delivery and performance by Molson except for approval of this Agreement and the other Transaction Documents to which it is party and Merger by the consummation by Molson requisite vote of Cougar's stockholders (the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Molson"Requisite Cougar Stockholder Vote"), and no other corporate proceedings on the part of Molson Cougar are necessary to authorize the execution and delivery of this Agreement or and the other Transaction Documents, or to consummate consummation of the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson Cougar and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, it is a valid, legal valid and binding obligation of MolsonGVC and GVC Acquisition, constitutes a valid and binding obligation of Cougar enforceable against Molson in accordance with its respective terms, terms except that (i) such as enforcement may be subject to applicable limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar Laws, now or hereafter in effect, laws affecting creditors' rights and remedies generally. Except as set forth in SCHEDULE 3.2, Cougar is not subject to, or obligated under, any provision of (a) its Certificate of Incorporation or Bylaws, (iib) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Cougar or the Surviving Company. Except for (x) approvals under applicable Blue Sky laws, (y) the remedy filing of specific performance the Certificate of Merger with the Secretary of State of Delaware, and injunctive and other forms of equitable relief (z) such filings, authorizations or approvals as may be subject to equitable defenses and to set forth in SCHEDULE 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the discretion part of Cougar for the consummation by Cougar of the court before transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which any proceeding may the failure to obtain or make the same would not, in the aggregate, reasonably be brought and (iii) expected to have a Material Adverse Effect on Cougar or the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencySurviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement. (a) Molson Seller has all necessary requisite corporate power and authority under its respective articles of incorporation and by-laws, each as amended to date, and applicable laws to execute and deliver this Agreement Agreement, the Related Agreements and the each other Transaction Documents agreement, instrument or document to be executed and delivered by it hereunder to which it is a party (collectively, the "Seller Documents") and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by Molson each Seller of this Agreement and the other Transaction Documents to which it is party Seller Documents, and the consummation by Molson it of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part Board of Molson, Directors of each Seller and no other corporate proceedings on the part of Molson each Seller are necessary to authorize with respect thereto. Assuming that Buyer has duly authorized the execution and delivery of the Seller Documents, this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Order. This Agreement has beenconstitutes, and each of the other Transaction Document to which Molson is or will be party has beenSeller Documents, or will be at or prior to the Closing, duly and validly when executed and delivered by Molson andSeller, assuming the due authorizationwill constitute, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation obligations of MolsonSeller, enforceable against Molson in accordance with its their respective terms, except that as the same may be limited by (i) such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, law affecting creditors' rights generally, generally or (ii) the remedy general principles of specific performance equity, whether considered in a proceeding in equity or law. Other than with respect to Electric, Railway and injunctive and ARCO, Crown does not own of record or beneficially, or have any right or obligation to acquire, directly or indirectly, (i) any shares of capital stock, or securities convertible into, or exercisable or exchangeable for, shares of capital stock, of any other forms of equitable relief may be subject to equitable defenses and corporation, any equity participating interests in any joint venture, partnership or other non-corporate business enterprise, relating in either case to the discretion of Purchased Assets or the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyBusiness.

Authority Relative to this Agreement. (a) Molson Compliance with Laws ---------------------------------------------------------- and Court Orders. The Company has all necessary full corporate power and authority to execute ---------------- and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to approval and adoption of this Agreement by the receipt holders of Shares representing a majority of the Molson Shareholder Approval, votes which may be cast by holders of the Interim Order and the Final Order, Shares to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Molson, Board and no other corporate proceedings on the part of Molson the Company are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, contemplated (other than the Molson Shareholder Approval, approval of this Agreement by the Interim Order and holders of Shares representing a majority of the Final Ordervotes which may be cast by holders of Shares). This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson the Company and, assuming the due authorizationthis Agreement has been duly authorized, execution executed and delivery delivered by the other parties theretoeach of Parent and Purchaser, this Agreement constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation agreement of Molsonthe Company, enforceable against Molson the Company in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought brought. The Company and its subsidiaries are and have been in compliance with, and to the knowledge of the Company are not under investigation with respect to and have not been threatened to be charged with or given notice of any violation of, any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, including, without limitation, any Environmental Laws, except for (iiii) failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the Currency Act (Canada) precludes aggregate, a court in Canada from rendering judgment in any currency other than Canadian currencyMaterial Adverse Effect.

Authority Relative to this Agreement. (a) Molson Each of NAC and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by NAC and the other Transaction Documents to which it is party Merger Sub and the consummation by Molson NAC and Merger Sub of the transactions contemplated hereby to be performed by NAC and thereby Merger Sub, respectively, have been duly and validly authorized by all necessary corporate action on NAC and the part of MolsonMerger Sub, respectively, and no other corporate proceedings on the part of Molson NAC or the Merger Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution NAC and delivery by the other parties thereto, Merger Sub and constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach, enforceable against Molson each in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, affecting laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. Neither NAC nor Merger Sub is subject to, or obligated under, any provision of (a) its Certificate of Incorporation or its Bylaws, (iib) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, that would be breached or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and the remedy consummation by it of specific performance the transactions contemplated hereby. Except for such filings as are required to be made pursuant to Delaware Corporate Law in order to create, authorize or authorize the issuance of the shares of Series B Preferred Stock and injunctive the Series C Preferred Stock and other forms effect the Merger or pursuant to federal and state securities laws in order to comply with such laws in connection with the registration for resale by the Shareholders of equitable relief may be subject shares of the NAC Common Stock as contemplated under the Registration Rights Agreement, which filings NAC agrees to equitable defenses make as and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currency.extent provided

Authority Relative to this Agreement. (a) Molson The Company has all necessary the requisite corporate and other power and authority to execute enter into and deliver perform this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, (it being understood that the Company's obligations hereunder to effect the Merger is subject to the receipt approval of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyits shareholders as set forth in Section 3.27). The execution, execution and delivery and performance by Molson of this Agreement and by the other Transaction Documents to which it is party Company and the consummation by Molson the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of MolsonDirectors of the Company and, and except for the approval of its shareholders as set forth in Section 3.27, no other corporate proceedings on the part of Molson the Company are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution Company and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsonthe Company, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, affecting laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. Except as set forth in the DCI Disclosure Letter, neither the Company nor any of its Subsidiaries (as defined in Section 3.6(b)) is subject to, or obligated under, any provision of (a) its Certificate of Incorporation, Articles of Incorporation or Bylaws, (iib) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to compliance with any of the remedy statutes referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of specific which a right of termination or acceleration or any encumbrance on any of its or any of its Subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and injunctive the consummation by it of the transactions contemplated hereby, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's shareholders, its board of directors or any committee of its board of directors. The books of account, stock records, minute books and other forms of equitable relief may be subject to equitable defenses and to the discretion records of the Company are accurate, up-to-date and complete in all material respects and have been maintained in accordance with prudent business practices. Other than in connection with or in compliance with the provisions of the Colorado Law and the Exchange Act, no authorization, consent or approval of, or filing with, any public body, court before which any proceeding may be brought and (iii) or authority is necessary on the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencypart of the Company for the consummation by the Company of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson Each of SuperShuttle and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by SuperShuttle and the other Transaction Documents to which it is party Merger Sub and the consummation by Molson SuperShuttle and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of MolsonSuperShuttle and Merger Sub, and no other corporate proceedings on the part of Molson SuperShuttle or Merger Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson SuperShuttle and Merger Sub and, assuming the due authorization, execution and delivery by the other parties theretoPTI, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, affecting laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. Except as set forth in the SuperShuttle Disclosure Schedule, neither SuperShuttle nor Merger Sub is subject to, or obligated under, any provision of (a) its Articles or Certificate of Incorporation or Bylaws, (iib) any material agreement, arrangement or understanding, (c) any material license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and the remedy consummation by it of specific performance and injunctive and other forms of equitable relief may the transactions contemplated hereby. Except for such filings to be subject to equitable defenses and made pursuant to the discretion Merger Statutes in order to effect the Merger, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of SuperShuttle or Merger Sub for the consummation by SuperShuttle and Merger Sub of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencytransactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson Each of Parent and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by Parent and the other Transaction Documents to which it is party Merger Sub and the consummation by Molson Parent and the Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on Parent and by the part Board of MolsonDirectors and sole shareholder of the Merger Sub, and no other corporate proceedings on the part of Molson Parent or the Merger Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming Parent and the due authorization, execution Merger Sub and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach, enforceable against Molson in accordance with its terms. Neither Parent nor the Merger Sub is subject to, or obligated under, any provision of (a) their respective termsCertificates of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to compliance with the statutes referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of Parent and its subsidiaries, taken as a whole. Other than authorizations, consents and approvals of or filings or registrations with the Delaware Law, the SEC and other applicable federal and state governmental authorities, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or the Merger Sub for the consummation by Parent and the Merger Sub of the transactions contemplated by this Agreement, except that (i) for such enforcement may be subject authorizations, consents, approvals and filings as to applicable bankruptcywhich the failure to obtain or make would not, insolvencyindividually or in the aggregate, reorganizationhave a material adverse effect on the business, moratorium operations or other similar Lawsfinancial condition of Parent and its subsidiaries, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes taken as a court in Canada from rendering judgment in any currency other than Canadian currencywhole.

Authority Relative to this Agreement. (a) Molson Each of Quepasa and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by Quepasa and the other Transaction Documents to which it is party Merger Sub and the consummation by Molson Quepasa and the Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on Quepasa and the part of MolsonMerger Sub, and no other corporate proceedings on the part of Molson Quepasa or the Merger Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming Quepasa and the due authorization, execution Merger Sub and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, affecting laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. Neither Quepasa nor the Merger Sub is subject to, or obligated under, any provision of (a) its Articles or Certificate of Incorporation, or its Bylaws, (iib) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion consummation by it of the transactions contemplated hereby. Except for such filings to be made pursuant to Delaware Law in order to effect the Merger, National Market rules and federal and state securities laws and filings required under the HSR Act, which Quepasa agrees to make, no authorization, consent or approval of, or filing with, any public body, court before which any proceeding may be brought or authority is necessary on the part of Quepasa or the Merger Sub for the consummation by Quepasa and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyMerger Sub of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson Sub has all necessary the ------------------------------------ requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party by Sub and the consummation by Molson of the transactions contemplated hereby and thereby by Sub have been duly and validly authorized by all necessary corporate action on the part of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final OrderSub. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson Sub and, assuming the due authorization, execution and delivery of this Agreement by the other parties theretoCompany and JEDI, this Agreement constitutes or will constitute at or prior to the Closinga legal, a valid, legal valid and binding obligation of Molson, Sub enforceable against Molson in accordance with its respective terms, terms except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors' rights generally, (ii) generally and except that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought brought. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (iiii) conflict with or violate the Currency Act Certificate of Incorporation or By-laws of Sub or (Canadaii) precludes a court in Canada from rendering judgment result in any currency breach or constitute a default (with or without notice or lapse of time, or both) or give rise in others of any rights of termination, cancellation or acceleration under any indenture, contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Sub or its assets, other than Canadian currencythan, in the case of clause (ii) only, breaches, defaults, violations and losses of rights that would not have a Sub Material Adverse Effect. Except as referred to herein, or in connection or in compliance with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing and recordation of the certificate of merger pursuant to the DGCL, no filing or registration with, or authorization, consent or approval of, any governmental or regulatory body or authority or third party is necessary for the consummation by Sub of the Merger or the other transactions contemplated by this Agreement, except where the failure to make any such filing or registration or to obtain such authorization, consent or approval would not prevent consummation of the Merger or have a Sub Material Adverse Effect.

Authority Relative to this Agreement. (a) Molson Wavetech has all necessary the requisite corporate and other power and authority to execute enter into and deliver perform this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, (it being understood that Wavetech's obligations hereunder to effect the Merger is subject to the receipt approval of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyits shareholders as set forth in this Agreement). The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party by Wavetech and the consummation by Molson Wavetech of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of MolsonDirectors of Wavetech and, and except for the approval of Wavetech's shareholders, no other corporate proceedings on the part of Molson Wavetech are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution Wavetech and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of MolsonWavetech, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, affecting laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. Except as set forth in the Wavetech Disclosure Letter attached hereto as SCHEDULE A, Wavetech is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (iib) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to compliance with any of the remedy statutes referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of specific which a right of termination or acceleration or any encumbrance on any of its or any of its Subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and injunctive the consummation by it of the transactions contemplated hereby, and Wavetech has not taken any action that is inconsistent in any material respect with any resolution adopted by Wavetech, its board of directors or any committee thereof. The books of account, stock records, minute books and other forms records of equitable relief may be subject to equitable defenses Wavetech are accurate, up-to-date and to complete in all material respects and have been maintained in accordance with prudent business practices. Other than in connection with or in compliance with the discretion provisions of the Nevada Law, the Securities Act and the Exchange Act, no authorization, consent or approval of, or filing with, any public body, court before which any proceeding may be brought and (iii) or authority is necessary on the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencypart of Wavetech for the consummation by each of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson Each of Endeavor and the ------------------------------------ Sellers has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Molsoneach of Endeavor and the Sellers, and no other corporate proceedings on the part of Molson Endeavor or either Seller are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson andeach of Endeavor and the Sellers and constitutes the legal, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach of such entities, enforceable against Molson in accordance with its terms. Except as set forth in the Disclosure Letter, or, solely with respect to the Sirrom Indebtedness, as may have been waived, none of Endeavor or the Sellers is subject to or obligated under any provision of (a) its respective termsArticles of Incorporation or Bylaws, (b) any contract to which it is a party or by which it is bound, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any encumbrance on any of its assets would be created or suffered by its execution and performance of this Agreement, except that (ias to clauses (b), (c) or (d) above) where such enforcement may be subject to applicable bankruptcybreach, insolvencyviolation, reorganizationright of termination or acceleration, moratorium or encumbrance, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in the Disclosure Letter, neither the execution of this Agreement or the consummation of the transactions contemplated hereby will require the consent or approval of or registration or filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other similar Lawsgovernmental authority or agency, now domestic or hereafter foreign, other than where the failure to obtain such consents or approvals or to make any such registration or filing would not have individually or in effectthe aggregate a Material Adverse Effect on or prevent or materially delay Endeavor or either Seller from performing its obligations under this Agreement. Schedule 3.2, affecting creditors' rights generallyattached hereto and made a part hereof, (ii) lists all of the remedy of specific performance and injunctive ------------ contracts, agreements, covenants, options, leases, guaranties and other forms similar arrangements (whether oral or written) which require the consent of equitable relief may be subject any party thereto or any other third party, to equitable defenses and assign such contracts to Purchaser pursuant to the discretion terms of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencythis Agreement.

Authority Relative to this Agreement. (a) Molson has all necessary The Company and its Subsidiaries have the corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents each Related Agreement to which it the Company or any of its Subsidiaries is a party and to perform its carry out their obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents each Related Agreement to which it the Company or any of its Subsidiaries is a party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of MolsonDirectors of the Company or the Board of Directors and, if required, the stockholders of the relevant Subsidiary, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final OrderMerger have been duly authorized by the written consent (the "Consent") of the holders of a majority of the shares of the Company outstanding as of the record date therefor determined in accordance with Section 228 of the DGCL (the "Consent Date"). This Agreement has been, and each other Transaction Document Related Agreement to which Molson the Company or any of its Subsidiaries is or will be a party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molson, the Company or such Subsidiary enforceable against Molson the Company or such Subsidiary in accordance with its respective terms, terms except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors' rights generally, (ii) generally and except that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought brought. No other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize this Agreement or any Related Agreement to which the Company or any of its Subsidiaries is a party and the transactions contemplated hereby or thereby. Except as set forth in Section 3.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is subject to or obligated under (i) any charter, by-law, indenture or other loan or credit document or (ii) any other contract (other than Options and Warrants set forth in Section 3.2 of the Company Disclosure Schedule), license, franchise, permit, order, decree, concession, lease, instrument or judgment or any statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation, modification or acceleration of any obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and carrying out this Agreement or any Related Agreement to which the Company or any of its Subsidiaries is a party, other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, modifications, accelerations, rights to payment or compensation, or losses which, either alone or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect and (iiiB) the Currency Act (Canada) precludes laws and regulations referred to in the next sentence. Except as required by the HSR Act, the Securities Act, the Exchange Act, and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by the Company and its Subsidiaries of the Merger or the other transactions contemplated by this Agreement or any Related Agreement to which the Company or A-14 15 any of its Subsidiaries is a court in Canada from rendering judgment in any currency party, other than Canadian currency.filings, registrations, authorizations, consents or approvals the failure to make or obtain which has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Section 3.5

Authority Relative to this Agreement. (a) Molson Each of WiFiMed and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents agreements referred to which it is party herein (the "Ancillary Agreements") and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party Ancillary Agreements by WiFiMed and the Merger Sub and the consummation by Molson WiFiMed and the Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on WiFiMed and the part of MolsonMerger Sub, and no other corporate proceedings proceedings, including, without limitation, any authorization by the shareholders of WiFiMed, on the part of Molson WiFiMed or the Merger Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder ApprovalAgreement, the Interim Order and the Final OrderAncillary Agreements or such transactions. This Agreement has been, and the Ancillary Agreements have each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming WiFiMed and the due authorization, execution Merger Sub and delivery by the other parties thereto, each such agreement constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach such entity, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, affecting laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. Neither WiFiMed nor the Merger Sub is subject to, or obligated under, any provision of (a) its Articles of Incorporation, or its Bylaws, (iib) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement or Ancillary Agreements and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion consummation by it of the transactions contemplated hereby and thereby. Except for such filings to be made pursuant to Corporate Law in order to effect the Merger and federal and state securities laws, which WiFiMed agrees to make, no authorization, consent or approval of, or filing with, any public body, court before which any proceeding may be brought or authority is necessary on the part of WiFiMed or the Merger Sub for the consummation by WiFiMed and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyMerger Sub of the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority Relative to this Agreement. (a) Molson Each of Alcatel and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements and (subject to which it is party and the receipt of the consents described in Section 5.05(b) hereof) to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party Ancillary Agreements by Alcatel and Merger Sub and the consummation by Molson Alcatel and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of MolsonAlcatel and Merger Sub, as the case may be, and no other corporate proceedings on the part of Molson Alcatel or Merger Sub are necessary to authorize this Agreement or any of the other Transaction Documents, Ancillary Agreements or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Order. This Agreement has been, and each other Transaction Document to which Molson is or the Ancillary Agreements will be party has been, or will be at or prior to the Closingbe, duly and validly executed and delivered by Molson Alcatel and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes or constitutes, or, in the case of the Ancillary Agreements, will constitute at or prior to the Closingconstitute, a validlegal, legal valid and binding obligation obligations of MolsonAlcatel and Merger Sub, enforceable against Molson Alcatel and Merger Sub in accordance with its their respective terms, except that as enforceability may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws, Laws of general application affecting the enforcement of creditors' rights generally now or hereafter in effect, affecting creditors' rights generally, effect and (ii) the remedy general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether asserted in a proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyequity or at law.

Authority Relative to this Agreement. (a) Molson Buyer has all necessary full corporate power and corporate authority to execute execute, deliver, and deliver perform this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyAgreement. The execution, delivery delivery, and performance by Molson Buyer of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson it of the transactions contemplated hereby and thereby hereby, have been duly and validly authorized by all necessary corporate action on the part of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final OrderBuyer. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution Buyer and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and legally binding obligation of MolsonBuyer, enforceable against Molson Buyer in accordance with its respective terms, except that such enforceability may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other moratorium, and similar Laws, now or hereafter in effect, laws affecting creditors' ’ rights generally, generally and (ii) the remedy equitable principles (regardless of specific performance and injunctive whether such enforceability is considered in a proceeding at law or in equity). 4.3 No Conflict. Assuming all consents, approvals, authorizations, and other forms actions described in Section 4.4 have been obtained and all filings listed in Section 4.4 have been made, and except as may result from any facts or circumstances relating solely to Seller or its Affiliates, the execution, delivery and performance of equitable relief may be subject this Agreement by Buyer do not and will not (a) violate or breach the certificate of incorporation or by-laws of Buyer, (b) violate or breach any Applicable Law binding upon Buyer, except as would not have, individually and in the aggregate, a Material Adverse Effect on Buyer or (c) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to equitable defenses and to others any rights of termination, amendment, acceleration or cancellation of, or result in the discretion creation of any Encumbrance on any of the court before assets or properties of Buyer pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which Buyer is a party or by which any proceeding may be brought and (iii) of such assets or properties is bound or affected, except as would not have, individually or in the Currency Act (Canada) precludes aggregate, a court in Canada from rendering judgment in any currency other than Canadian currency.Material Adverse Effect on Buyer. 4.4

Authority Relative to this Agreement. (a) Molson BCE has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party (including any Alternative Transaction) by BCE and the consummation by Molson it of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part board of Molson, directors of BCE and no other corporate proceedings on the part of Molson BCE are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson andBCE and constitutes a valid and binding obligation of it, assuming enforceable by the due authorizationCompany against BCE in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. The execution and delivery by BCE of this Agreement and the other parties theretoperformance by it of its obligations hereunder and the completion of the Offer after obtaining any necessary regulatory approvals, constitutes will not: (a) violate, conflict with or will constitute at or prior to the Closing, result in a valid, legal and binding obligation breach of Molson, enforceable against Molson in accordance with its respective terms, except that any provision of: (i) such enforcement may be subject the constating documents of BCE; (ii)any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit to applicable bankruptcy, insolvency, reorganization, moratorium which BCE is a party or other similar Laws, now by which it is bound; or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) any law, regulation, order, judgment or decree to which BCE is subject or by which it is bound; (b) give rise to any right of termination, or acceleration of indebtedness, or cause any indebtedness to come due before its stated maturity, under any such agreement, contract, license, franchise or permit which is material to BCE and its subsidiaries taken as a whole; or (c) result in the Currency Act (Canada) precludes a court in Canada from rendering judgment in imposition of any currency encumbrance, charge or lien upon any of the assets of BCE or any of its subsidiaries, other than Canadian currency.any such violations, conflicts, breaches, rights or encumbrances, charges or liens which will not, individually or in the aggregate, have a BCE Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement

Authority Relative to this Agreement. (a) Molson Each of the Offeror and Parent has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by each of the Offeror and the other Transaction Documents to which it is party Parent and the consummation by Molson of the transactions contemplated hereby and thereby by this Agreement have been duly authorized as necessary by the boards of directors of Parent and validly authorized by all necessary corporate action on the part of Molson, Offeror and no other corporate proceedings on the part of Molson either Parent or the Offeror are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming each of the due authorization, execution Offeror and delivery by the other parties thereto, Parent and constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach of the Offeror and Parent, enforceable by the Company against Molson each of the Offeror and Parent in accordance with its respective terms, except provided that (i) such enforcement may be subject to applicable limited by: (a) bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws, now or hereafter in effect, Laws of general application affecting the enforcement of creditors' rights generally, and (iib) the remedy of specific performance and performance, injunctive relief and other forms of equitable relief remedies may be subject to equitable defenses and to granted only in the discretion of a court of competent jurisdiction. The execution and delivery by each of the court before which Offeror and Parent of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer will not violate, conflict with or result in a breach of any proceeding may be brought and provision of (iiia) the Currency Act constating documents of Parent or the Offeror; (Canadab) precludes any Law to which Parent or the Offeror is subject or by which Parent or the Offeror is bound; or (c) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence, franchise or permit to which Parent or the Offeror is a court party or by which Parent or Offeror is bound, other than, with respect to (b) or (c) above, such violations, conflicts or breaches which will not, individually or in Canada from rendering judgment the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement. Other than in connection with or in compliance with the provisions of Securities Laws, no authorization, consent or approval of, or filing with, any currency other than Canadian currencyGovernmental Authority is necessary on the part of the Offeror or Parent for the consummation of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson CONFLICTS. BRC has all necessary corporate full power and authority (corporate and otherwise) to execute execute, deliver and deliver perform this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by Molson BRC of this Agreement and the other Transaction Documents to which it is party documents contemplated hereby, and the consummation by Molson of the transactions contemplated hereby and thereby hereby, have been or will be duly and validly authorized by all necessary corporate action on the part Board of Molson, Directors of BRC and no other corporate proceedings on the part of Molson BRC are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Orderwith respect thereto. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson andBRC, assuming the due authorizationand constitutes a legal, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of MolsonBRC, enforceable against Molson it in accordance with its respective terms. The execution and delivery of this Agreement and the Agreement of Merger do not, and the consummation of the transactions contemplated hereby and thereby will not, violate any provision of the Certificate of Incorporation or Bylaws of BRC, and will not violate any provision of, or result in the breach or acceleration of or default under or require any consent or approval of a third party not obtained prior to the Effective Date, of any mortgage, indenture, loan agreement, note, debenture, security agreement, lease, contract, agreement, instrument, order, arbitration award, judgment or decree to which BRC or any subsidiary of BRC is a party or by which BRC or any subsidiary of BRC is bound, except that (i) such enforcement for any violation, breach acceleration, default or consent or approval the occurrence of which or the failure to obtain of which, as the case may be subject to applicable bankruptcybe, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes would not have a court in Canada from rendering judgment in any currency other than Canadian currencyMaterial Adverse Effect.

Authority Relative to this Agreement. (a) Molson Each of the HFCP Investors and ------------------------------------ Positano has all necessary corporate the requisite power and authority to execute enter into this Agreement and deliver all Ancillary Documents, and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document to which the HFCP Investors or Positano are parties, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the HFCP Investors or Positano, and do not violate any provision of the agreement of limited partnership or other organizational documents of any HFCP Investor or Positano, and no other proceedings on the part of the HFCP Investors or Positano are necessary to authorize this Agreement and the other Transaction Ancillary Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Molson of this Agreement and each Ancillary Document by the other Transaction Documents to which it is party HFCP Investors and Positano and the consummation by Molson of the transactions contemplated provided for hereby and thereby will not conflict with or effect a breach, violation or default, or cause an event of default under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which any of the HFCP Investors or Positano is a party or by which any HFCP Investor or Positano is bound, or any law or governmental regulation applicable to any HFCP Investor or Positano, or require the consent of any Person (other than the parties to this Agreement), except for such conflicts, breaches, violations, defaults or consents which would not, either individually or in the aggregate, have been duly and validly authorized by all necessary corporate action a material adverse effect on the part ability of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement HFCP Investors or the other Transaction Documents, or Positano to consummate the transactions so contemplatedcontemplated by, other than the Molson Shareholder Approvaland perform their obligations under, the Interim Order this Agreement and the Final OrderAncillary Documents. This Agreement has been, and each other Transaction Document the Ancillary Documents to which Molson is or will be they are a party has beenconstitute the legal, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation obligations of Molsonthe HFCP Investors and Positano, enforceable against Molson in accordance with its respective their terms, except that (i) such as enforcement thereof may be subject to limited by any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium or other similar Lawslaws affecting rights of creditors generally and general principles of equity, now whether applied at law or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyequity.

Authority Relative to this Agreement. (a) Molson Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and Agreement, to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by Molson of this Agreement by each of Parent and the other Transaction Documents to which it is party Merger Sub and the consummation by Molson each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of Molson, Directors of each of Parent and Merger Sub and no other corporate proceedings on the part of Molson each of Parent and Merger Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution each of Parent and delivery by the other parties thereto, Merger Sub and constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach of Parent and Merger Sub. Except as set forth in Section 5.04 of the Parent Disclosure Schedule, enforceable against Molson in accordance with its respective terms, except that neither Parent nor any of the Parent Subsidiaries is subject to or obligated under any provision of (i) its respective memorandum of association or byelaws or other organizational documents, (ii) any Contract (excluding all arrangements which are terminable upon 90 days or less notice without premium or penalty or arrangements involving not more than $100,000 per fiscal year in payments expected to be paid or received by each of Parent or Merger Sub), (iii) any Permit, or (iv) any Law or Governmental Order which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any encumbrance on any of its assets would be created or suffered by each of Parent and Merger Sub’s execution or performance of this Agreement or by the execution or performance of the Joinder Agreement by New Parent, except (as to clauses (ii), (iii) or (iv) above) where such enforcement may breach, violation, right of termination or acceleration, or encumbrance, individually or in the aggregate, would not have, or would not be subject reasonably likely to have, a Parent Material Adverse Effect. Except as set forth in Section 5.04 of the Parent Disclosure Schedule, the consummation of the Merger by each of Parent, New Parent and Merger Sub will not require the consent or approval of or registration or filing with any Governmental Entity other than (i) applicable bankruptcyrequirements, insolvencyif any, reorganizationof the Xxxxxxxx Xxx, moratorium Xxxxxxx Xxxxxxxxx Xxx 0000 and Exchange Control Xxx 0000, state “blue sky” or takeover laws, and the HSR Act and other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) filing and recordation of appropriate merger documents as required by the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and DGCL, (iii) compliance with any rules, regulations or policies promulgated by any Telecommunications Operating Authority and (iv) where failure to obtain such consents or approvals or to make such registration or filing would not have, or would not be reasonably likely to have, individually or in the Currency Act (Canada) precludes aggregate, a court in Canada from rendering judgment in any currency other than Canadian currencyParent Material Adverse Effect.

Authority Relative to this Agreement. (a) Molson Each of ChoicePoint and Seller has all necessary the requisite corporate power and authority to execute enter into this Agreement, the Noncompetition and deliver this Agreement Nonsolicitation Agreement, the Escrow Agreement, and the other Lease Agreement (collectively, and together with any certificates, exhibits and schedules herein and therein, the certificates, exhibits and schedules herein and therein, the "Transaction Documents to which it is party Documents") and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Molsoneach of ChoicePoint and the Seller, and no other corporate proceedings on the part of Molson ChoicePoint or Seller are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents have been duly executed and delivered by each of ChoicePoint and the Seller and constitute the legal, valid and binding obligation of each of such entities, enforceable in accordance with their terms. Except as set forth in the Disclosure Letter, neither ChoicePoint nor the Seller is subject to or obligated under any provision of (a) its respective Certificates of Incorporation or Bylaws, (b) any contract to which it is a party or by which it is bound, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or agreement or any encumbrance on any of its assets would be created or suffered by its execution and performance of this Agreement or the other Transaction Documents, except (as to clauses (b), (c) or to consummate (d) above) where such breach, violation, right of termination or acceleration, or encumbrance, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in the Disclosure Letter, neither the execution of the Transaction Documents nor the consummation of the transactions so contemplatedcontemplated herein and therein will require the consent or approval of or registration or filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, other than where the Molson Shareholder Approvalfailure to obtain such consents or approvals or to make any such registration or filing would not have individually or in the aggregate a Material Adverse Effect on or prevent or materially delay ChoicePoint or Seller from performing its obligations under this Agreement. Schedule 3.2 attached hereto and made a part hereof, lists all of the Interim Order contracts, agreements, covenants, options, leases, guaranties and other similar arrangements (whether oral or written) which require the Final Order. This Agreement has beenconsent of any party thereto or any other third party, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior assign such contracts to Purchaser pursuant to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal and binding obligation terms of Molson, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencythis Agreement.

Authority Relative to this Agreement. (a) Molson Each of Endeavor and the Sellers has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Molsoneach of Endeavor and the Sellers, and no other corporate proceedings on the part of Molson Endeavor or either Seller are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson andeach of Endeavor and the Sellers and constitutes the legal, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach of such entities, enforceable against Molson in accordance with its terms. Except as set forth in the Disclosure Letter, or, solely with respect to the Sirrom Indebtedness, as may have been waived, none of Endeavor or the Sellers is subject to or obligated under any provision of (a) its respective termsArticles of Incorporation or Bylaws, (b) any contract to which it is a party or by which it is bound, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any encumbrance on any of its assets would be created or suffered by its execution and performance of this Agreement, except that (ias to clauses (b), (c) or (d) above) where such enforcement may be subject to applicable bankruptcybreach, insolvencyviolation, reorganizationright of termination or acceleration, moratorium or encumbrance, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in the Disclosure Letter, neither the execution of this Agreement or the consummation of the transactions contemplated hereby will require the consent or approval of or registration or filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other similar Lawsgovernmental authority or agency, now domestic or hereafter foreign, other than where the failure to obtain such consents or approvals or to make any such registration or filing would not have individually or in effectthe aggregate a Material Adverse Effect on or prevent or materially delay Endeavor or either Seller from performing its obligations under this Agreement. Schedule 3.2, affecting creditors' rights generallyattached hereto and made a part hereof, (ii) lists all of the remedy of specific performance and injunctive contracts, agreements, covenants, options, leases, guaranties and other forms similar arrangements (whether oral or written) which require the consent of equitable relief may be subject any party thereto or any other third party, to equitable defenses and assign such contracts to Purchaser pursuant to the discretion terms of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencythis Agreement.

Authority Relative to this Agreement. (a) Molson Parent has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party by Parent and the consummation by Molson of the transactions contemplated hereby and thereby by Parent have been duly and validly authorized by all necessary corporate action on the part of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final OrderParent. This Agreement has been, been duly executed by Parent and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molson, Parent enforceable against Molson in accordance with its respective terms, terms except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors' rights generally, (ii) . Neither the remedy execution and delivery of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to this Agreement nor the discretion consummation of the court before which any proceeding may be brought and transactions contemplated hereby will (iiia) conflict with or violate the Currency Act charter or by-laws of Parent or (Canadab) precludes a court in Canada from rendering judgment result in any currency breach or constitute a default (with or without notice or lapse of time, or both) or give rise in others to any rights of termination, cancellation or acceleration under any agreement, indenture, contract, loan agreement, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or any Parent Subsidiary or its or their respective assets, other than Canadian currencythan, in the case of clause (b) only, breaches, defaults, violations and losses of rights that would not have a Parent Material Adverse Effect and the laws and regulations referred to in the next sentence. Except in connection, or in compliance, with the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (whxxx xxxxxx xxx xxen made) (the "HSR ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the consummation by Parent of the Merger or the other transactions contemplated by this Agreement, except where the failure to make any such filing or registration or obtain any such authorization, consent or approval would not have a Parent Material Adverse Effect or prevent or materially delay consummation of the Merger.

Authority Relative to this Agreement. (a) Molson Each of Onstream and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents agreements referred to which it is party herein (the “Ancillary Agreements”) and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party Ancillary Agreements by Onstream and the Merger Sub and the consummation by Molson Onstream and the Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on Onstream and the part of MolsonMerger Sub, and no other corporate proceedings proceedings, including, without limitation, any authorization by the shareholders of Onstream, on the part of Molson Onstream or the Merger Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder ApprovalAgreement, the Interim Order and the Final OrderAncillary Agreements or such transactions. This Agreement has been, and the Ancillary Agreements have each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming Onstream and the due authorization, execution Merger Sub and delivery by the other parties thereto, each such agreement constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach such entity, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Lawslaws relating to the enforcement of creditors’ rights generally and by general principles of equity. Neither Onstream nor the Merger Sub is subject to, now or hereafter in effectobligated under, affecting creditors' rights generallyany provision of (a) its Articles of Incorporation, or its Bylaws, (iib) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries’ assets would be created, by its execution, delivery and performance of this Agreement or Ancillary Agreements and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion consummation by it of the transactions contemplated hereby and thereby. Except for such filings to be made pursuant to Corporate Law in order to effect the Merger, NASDAQ rules and federal and state securities laws, which Onstream agrees to make, no authorization, consent or approval of, or filing with, any public body, court before which any proceeding may be brought or authority is necessary on the part of Onstream or the Merger Sub for the consummation by Onstream and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyMerger Sub of the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority Relative to this Agreement. (a) Molson Century has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party by Century and the consummation by Molson Century of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of MolsonDirectors of Century and have been duly approved by the Shareholders, and no other corporate proceedings on the part of Molson Century are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution Century and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of MolsonCentury, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other similar Laws, now or hereafter in effect, affecting laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. Except as set forth in the Century Disclosure Schedule, Century is not subject to, or obligated under, any provision of (a) its Certificate of Incorporation or Bylaws, (iib) any agreement, arrangement or understanding, (c) to Century's Knowledge, any license, franchise or permit or (d) to Century's Knowledge, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its assets would be created, by its execution, delivery and performance of this Agreement and the remedy consummation by it of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the transactions contemplated hereby, except in each case for any violation, default, or conflict that would not have a Century Material Adverse Effect. As used through this Agreement, the term "Century Material Adverse Effect" means an effect which is materially adverse to the discretion financial condition, business, results of operations, assets, liabilities, operations or prospects of Century (as its business is presently conducted). Except for such filings to be made pursuant to Delaware or California Law in order to effect the Merger, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Century for the consummation by Century of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencytransactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and Agreement, to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party by Company and the consummation by Molson Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of Molson, Directors of Company and no other corporate proceedings on the part of Molson Company are necessary to authorize this Agreement and the transactions contemplated hereby, except for any required adoption of this Agreement by Company’s stockholders as set forth in Section 4.25 of this Agreement. This Agreement has been duly executed and delivered by Company and constitutes a valid and binding obligation of Company. Except as set forth in Section 4.04 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is subject to or the obligated under any provision of (i) its respective certificate of incorporation or bylaws or other Transaction Documentsorganizational document, (ii) any Contract (excluding all arrangements which are terminable upon 90 days or less notice without premium or penalty or arrangements involving not more than $100,000 per fiscal year in payments expected to be paid or received by Company or any Company Subsidiary), (iii) any Permit, or (iv) any Law or Governmental Order which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or any Encumbrance on any of its assets would be created or suffered by Company’s execution and performance of this Agreement, except (as to consummate clauses (ii), (iii) or (iv) above) where such breach, violation, right of termination or acceleration, or Encumbrance, individually or in the aggregate, would not have, or would not be reasonably likely to have, a Company Material Adverse Effect. Except as set forth in Section 4.04 of the Company Disclosure Schedule, the consummation of the Merger by Company will not require the consent or approval of or registration or filing with any Governmental Entity, including without limitation, any Telecommunications Operating Authority other than the (i) adoption of this Agreement by Company’s stockholders as set forth in Section 4.25 hereof, (ii) applicable requirements, if any, of the Exchange Act, state “blue sky” or takeover laws, the New Jersey Industrial Site Remediation Act (“ISRA”) and the HSR Act and other similar Laws, (iii) compliance with the United States Communications Act of 1934, as amended, including without limitation, as amended by the Unites States Telecommunications Act of 1996 and any rules, regulations or policies promulgated by the FCC or any other Telecommunications Operating Authority, and (iv) filing and recordation of appropriate merger documents as required by the DGCL. To the Knowledge of Company, no state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions so contemplatedcontemplated hereby, other than the Molson Shareholder Approvalprovisions of Section 203 of the DGCL. By virtue of resolutions adopted by Company’s Board of Directors, the Interim Order Merger, this Agreement and the Final Order. This Agreement has been, and each other Transaction Document to which Molson is or transactions contemplated hereby will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal and binding obligation of Molson, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement may not be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter the restrictions on “business combinations” (as defined in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Section 203 of the court before which any proceeding may be brought and (iiiDGCL) or the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyRights Agreement.

Authority Relative to this Agreement. (a) Molson Each of quepasa, Credito and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by Molson of this Agreement by quepasa, Credito and the other Transaction Documents to which it is party Merger Sub and the consummation by Molson quepasa, Credito and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Molsonquepasa, Credito and Merger Sub, and no other corporate proceedings on the part of Molson quepasa, Credito or Merger Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson andquepasa, assuming the due authorization, execution Credito and delivery by the other parties thereto, Merger Sub and constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other similar Laws, now or hereafter in effect, affecting laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. None of quepasa, Credito or Merger Sub is subject to, or obligated under, any provision of (a) its Articles or Certificate of Incorporation, or its Bylaws, (iib) any agreement, arrangement or understanding, (c) to quepasa's knowledge, any license, franchise or permit or (d) to quepasa's knowledge, any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and the remedy consummation by it of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the transactions contemplated hereby, except in each case for any violation, default, or conflict that would not have a quepasa Material Adverse Effect. As used through this Agreement, the term "quepasa Material Adverse Effect" means an effect which is materially adverse to the discretion financial condition, business, results of the court before which any proceeding may operations, assets, liabilities, operations or prospects of quepasa or Credito (as their respective businesses are presently conducted). Except for such filings to be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currency.made pursuant to

Authority Relative to this Agreement. (a) Molson NON-CONTRAVENTION. Financiero has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents Agreement, to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby hereby, subject only to the provisions the Cease and therebyDesist Order disclosed in SCHEDULE 3.17 hereto, a true and correct copy of which has been provided to Eurobancshares. The execution, delivery and performance of this Agreement by Molson Financiero and the consummation by Financiero of the transactions contemplated hereby have been duly authorized by the Board of Directors of Financiero (the "Financiero Board") and, except for approval of this Agreement and the other Transaction Documents to which it is party and Merger by the consummation by Molson affirmative vote of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on holders of two thirds (2/3) of the part outstanding shares of MolsonFinanciero Common Stock, and no other corporate proceedings on the part of Molson Financiero are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution Financiero and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of MolsonFinanciero, enforceable against Molson in accordance with its respective terms. Financiero is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any assets of Financiero would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, except that in the case of clauses (ib) such enforcement may be subject to applicable bankruptcyand (c) for any breach, insolvencyviolation, reorganizationright of acceleration or termination or encumbrance which would not have a Material Adverse Effect. Other than in connection with obtaining the Requisite Approvals, moratorium no authorization, consent or other similar Lawsapproval of, now or hereafter in effectfiling with, affecting creditors' rights generallyany public body, (ii) court or authority is necessary on the remedy part of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to Financiero for the discretion consummation by Financiero of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencytransactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson The Company has all necessary the ------------------------------------ corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Company's Board of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final OrderDirectors. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molson, the Company enforceable against Molson in accordance with its respective terms, terms except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, laws affecting creditors' the enforcement of creditor's rights generally, (ii) generally and except that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought brought. Except for the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the shares of Company Stock outstanding and entitled to vote thereon as described in Section 5.4, and the filing and recordation of appropriate merger documents as required by the BCA and the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or consummate the transactions contemplated hereby. Except as set forth in Section 7.4 of the Company Disclosure Schedule, the Company is not subject to or obligated under (iiii) any charter, by-law, indenture or other loan or credit document provision or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to the Currency Act Company or any of its subsidiaries or their respective properties or assets which would be breached or violated, or under which there would be a default (Canada) precludes with or without notice or lapse of time, or both), or under which there would arise a court in Canada from rendering judgment in right of termination, cancellation, modification or acceleration of any currency obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and carrying out this Agreement except for such breaches, violations, defaults or arising of such rights which would not reasonably be expected to have a material adverse effect. Except as required by the Securities Act, and the corporation, securities or blue sky laws or regulations of the various states, and except for the filing and recordation of appropriate merger documents as required by the BCA and the DGCL, no filing or registration with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by the Company of the Merger or the other transactions contemplated by this Agreement, other than Canadian currencyfilings, registrations, *** CONFIDENTIAL TREATMENT REQUESTED. 12 authorizations, consents or approvals the failure to make or obtain which has not had, and would not reasonably be expected to have, a material adverse effect or prevent the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement. (a) Molson Each NAC Party has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Collateral Documents (as hereinafter defined) to which it is contemplated hereunder to become a party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party by each NAC Party and the consummation by Molson each NAC Party of the transactions contemplated hereby and thereby to be performed by it have been duly and validly authorized by all necessary corporate action on the part Board of MolsonDirectors such NAC Party, and no other corporate proceedings on the part of Molson either NAC Party are necessary to authorize this Agreement or and such transactions. The execution and delivery of each Collateral Document to which either NAC Party is contemplated hereunder to become a party and the other Transaction Documents, or to consummate consummation by such NAC Party of the transactions so contemplatedcontemplated thereby to be performed by it have been duly authorized by the Board of Directors of such NAC Party, and no other than corporate proceedings on the Molson Shareholder Approval, the Interim Order part of such NAC Party are necessary to authorize such Collateral Document and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution each NAC Party and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach NAC Party, enforceable against Molson such NAC Party in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, affecting laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. The execution, delivery and performance of this Agreement by either NAC Party is not, and will not be, in breach or violation of, or be in conflict with or constitute, with or without the passage of time or the giving of notice (or both), a default under, (iia) its Certificate of Incorporation or Bylaws, (b) any agreement, arrangement or understanding to which such NAC Party is a party or by which it is otherwise bound, (c) any Permit (as hereinafter defined) applicable to such NAC Party or (d) any law, regulation, order, judgment or decree applicable to it and does not and will not result in the remedy creation of specific performance and injunctive and other forms any Lien (as hereinafter defined) on any assets of equitable relief may be subject to equitable defenses and to such NAC Party or of any of its current subsidiaries or result in, or constitute grounds for, the discretion termination, suspension, revocation, forfeiture, lapse, impairment or non-renewal of any Permit the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currency.absence or

Authority Relative to this Agreement. (a) Molson Sub has all necessary the corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is a party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it Sub is a party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of Molson, Sub; and no other corporate proceedings on the part of Molson Sub, its Board of Directors or its stockholders are necessary to authorize this Agreement or and the other Transaction Documents, or Documents to consummate which it is a party and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order contemplated hereby and the Final Orderthereby. This Agreement has beenconstitutes and, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly when executed and delivered by Molson andSub, assuming each of the due authorization, execution and delivery by the other parties thereto, constitutes or Transaction Documents to which it is a party will constitute at or prior to the Closingbe, a valid, legal valid and binding obligation of Molson, Sub enforceable against Molson in accordance with its respective terms. The execution, except that delivery and performance by Sub of this Agreement and the Transaction Documents and the consummation by Sub of the transactions contemplated hereby and thereby will not (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium violate or other similar Laws, now conflict with any Governing Document or hereafter in effect, affecting creditors' rights generally, (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default under or give any Person the remedy right to terminate, cancel or accelerate any obligation or result in the creation of specific performance and injunctive and any Lien or loss of a benefit under any indenture or other forms loan document provision or any other contract, license, franchise, permit, concession, lease, instrument or Legal Requirement applicable to Sub or any of equitable relief may be subject to equitable defenses and to its Subsidiaries or their respective properties or assets, other than, in the discretion case of clause (ii) only, (A) any conflicts, breaches, violations, defaults, terminations, cancellations or accelerations, Liens or losses which, individually or in the aggregate, will not have a Parent Material Adverse Effect or prevent or materially delay the consummation of the court before which any proceeding may be brought transactions contemplated hereby and thereby and (iiiB) the Currency Act (Canada) precludes Legal Requirements referred to in the next sentence. Except in connection, or in compliance, with the provisions of the DGCL and rules and regulations of the relevant Governmental Entities, and the provisions of Franchises regarding transfer of ownership or control of Franchises and the transfer of ownership or control of FCC licenses, no filing or registration with, or authorization, consent or approval of, any Governmental Entity or other Person is necessary for the consummation by Sub of the transactions contemplated by this Agreement and each of the Transaction Documents to which it is a court in Canada from rendering judgment in any currency party, other than Canadian currencyfilings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have, individually or in the aggregate, a Parent Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby or thereby.

Authority Relative to this Agreement. (a) Molson NON-CONTRAVENTION. TCF has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by TCF and the other Transaction Documents to which it is party Articles of Merger by Merger Sub and the consummation by Molson TCF and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action the Board of Directors of TCF and, in the case of Merger Sub, will be duly authorized by the Board of Directors of Merger Sub and by the Board of Directors of TCF, acting on behalf of TCF as the part sole shareholder of MolsonMerger Sub, and no other corporate proceedings on the part of Molson TCF are necessary to authorize this Agreement or and the other Transaction Documents, or to consummate consummation of the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson TCF and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, it is a valid, legal valid and binding obligation of MolsonStandard, constitutes the valid and binding obligation of TCF enforceable against Molson in accordance with its respective terms, except that (i) such as enforcement may be subject to applicable limited by general principles of equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar Laws, now or hereafter in effect, laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 2.2, none of TCF or the TCF Subsidiaries is subject to, or obligated under, any provision of (a) its Charter or Bylaws, (iib) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, the Articles of Merger or the consummation of the transactions contemplated hereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which will not, in the aggregate, have a Material Adverse Effect on the TCF. Except for (a) the remedy filing of specific performance applications and injunctive notices with the OCC under the Bank Merger Act, the Federal Reserve Board under the BHCA, the OTS under the HOLA and other forms the Federal Deposit Insurance Act ("FDIA"), and approval of equitable relief such applications and notices, (b) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"), (c) the filing and effectiveness with the Securities and Exchange Commission (the "SEC") of a Registration Statement on Form S-4 relating to the TCF Common Stock to be issued in connection with this Agreement and the transactions contemplated hereby, and effectiveness of such Registration Statement, (d) requisite approvals under applicable blue sky laws, (e) the filing of the Articles of Merger with the Bank Authority, and (f) such filings, authorizations or approvals as may be subject to equitable defenses and to set forth in Schedule 2.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the discretion part of TCF, any of the court before TCF Subsidiaries or Merger Sub for the consumma- tion by TCF and Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which any proceeding may be brought and (iii) the Currency Act (Canada) precludes failure to obtain or make the same will not, in the aggregate, have a court in Canada from rendering judgment in any currency other than Canadian currencyMaterial Adverse Effect on TCF or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement. (a) Molson The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and by the other Transaction Documents to which it is party Company and the consummation by Molson the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part Board of Molson, Directors and no other corporate proceedings on the part of Molson the Company are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Order(except for obtaining shareholder approval in respect of any Subsequent Acquisition Transaction). This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson andthe Company and constitutes a valid and binding obligation of the Company, assuming enforceable by Parent or the due authorizationOfferor against the Company in accordance with its terms, provided that enforcement may be limited by (a) bankruptcy, insolvency and other similar Laws of general application affecting the enforcement of creditors' rights generally, and (b) specific performance, injunctive relief and other equitable remedies may be granted only in the discretion of a court of competent jurisdiction. The execution and delivery by the other parties theretoCompany of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer will not: (a) violate, constitutes conflict with or will constitute at or prior to the Closing, result in a valid, legal and binding obligation breach of Molson, enforceable against Molson in accordance with its respective terms, except that any provision of: (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium the constating documents of the Company or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, any of the Subsidiaries; (ii) except as provided in Section 5(b) below, any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit to which the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Company or any of the court before Subsidiaries is a party or by which the Company or any proceeding may be brought and of the Subsidiaries is bound; or (iii) any Law to which the Currency Act Company or any of the Subsidiaries is subject or by which the Company or any of the Subsidiaries is bound; (Canadab) precludes except as disclosed in the Disclosure Schedule, give rise to any right to notice or of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit; or (c) except as disclosed in the Disclosure Schedule, give rise to any rights of first refusal or trigger any change in control provisions (including granting a court right or licence with respect to any Intellectual Property owned or used by the Company or any Subsidiary to any Person) or any restriction or limitation (including any loss or impairment of Parent or the Offeror's right to own or use any Intellectual Property owned or used by the Company or its Subsidiaries) under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit, or result in Canada from rendering judgment the imposition of any encumbrance, charge or lien upon any of the Company's assets or the assets of any of the Subsidiaries. Other than in connection with or in compliance with the provisions of Securities Laws, no authorization, consent or approval of, or filing with, any currency other than Canadian currencyGovernmental Authority is necessary for the consummation by the Company of its obligations under this Agreement or for the completion of the Offer, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson Each of Matria and the Seller has all necessary the requisite corporate power and authority to execute enter into this Agreement, the Noncompetition and deliver this Nonsolicitation Agreement, the Transition Services Agreement and the other SubLease Agreements (collectively, and together with any certificates, exhibits and schedules herein and therein, the "Transaction Documents to which it is party Documents") and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Molsoneach of Matria and the Seller, and no other corporate proceedings on the part of Molson Matria or Seller are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents have been duly executed and delivered by each of Matria and the Seller and constitute the legal, valid and binding obligation of each of such entities, enforceable in accordance with their terms. Except as set forth in the Disclosure Letter, neither Matria nor the Seller is subject to or obligated under any provision of (a) its respective Certificates of Incorporation or Bylaws, (b) any contract to which it is a party or by which it is bound, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached, violated or defaulted (with or without due notice or lapse of time or both) or in respect of which a right of termination or acceleration or a loss of a material benefit or agreement or any encumbrance on any of its assets would be created or suffered by its execution and performance of this Agreement or the other Transaction Documents, except (as to clauses (b), (c) or to consummate (d) above) where such breach, violation, right of termination or acceleration, or encumbrance, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in the Disclosure Letter, neither the execution of the Transaction Documents nor the consummation of the transactions so contemplatedcontemplated herein and therein will require the consent or approval of or registration or filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, other than where the Molson Shareholder Approvalfailure to obtain such consents or approvals or to make any such registration or filing would not have individually or in the aggregate a Material Adverse Effect on or prevent or materially delay Matria or Seller from performing its obligations under this Agreement. Schedule 3.2 attached hereto and made a part hereof, lists all of the Interim Order contracts, agreements, covenants, options, leases, guaranties and other similar arrangements (whether oral or written) which require the Final Order. This Agreement has beenconsent of any party thereto or any other third party, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior assign such contracts to Purchaser pursuant to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal and binding obligation terms of Molson, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencythis Agreement.

Authority Relative to this Agreement. (a) Molson Parent and each of its ------------------------------------ Subsidiaries has all necessary the corporate power and authority to execute and deliver enter into this Agreement and each other agreement and document executed and delivered in connection with the other material transactions contemplated hereby (together with this Agreement, the "Transaction Documents Documents") to which it Parent is a party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it Parent is a party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Parent's Board of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order Directors and the Final OrderParent Principal Shareholders. This Agreement has been, and each other Each Transaction Document to which Molson Parent is or will be a party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molson, Parent enforceable against Molson Parent in accordance with its respective terms, terms except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors' rights generally, (ii) generally and except that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought brought. No other corporate proceedings on the part of Parent are necessary after the date of this Agreement to authorize execution by Parent of the Transaction Documents to which Parent is a party. Parent is not subject to or obligated under (a) any charter, bylaw, indenture or other loan or credit document provision, or (b) any other contract, license, franchise, permit, order, decree, concession, lease, instrument or judgment, or any statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries, or their respective properties or assets, which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation, modification or acceleration of any obligation, or any right to payment or compensation, or the loss of a material benefit, by its executing and carrying out the Transaction Documents to which Parent is a party other than, in the case of clause (b) only, (i) any breaches, violations, defaults, terminations, cancellations, modifications, accelerations, rights to payment or compensation, or losses which, either alone or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect and (iiiii) the Currency laws and regulations referred to in the next sentence. Except as required by the Securities Act of 1933, as amended (Canadathe "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Canadian Governmental Entities (including without limitation Canadian Governmental Entities requiring filings under the Investment Canada Act) precludes and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a court in Canada from rendering judgment in any currency "Governmental Entity"), is necessary for the consummation by Parent of the Merger or the other transactions contemplated by the Transaction Documents to which Parent is a party, other than Canadian currencyfilings, registrations, authorizations, consents or approvals the failure to make or obtain which has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.

Authority Relative to this Agreement. (a) Molson Each of YP and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by YP and the other Transaction Documents to which it is party Merger Sub and the consummation by Molson YP and Merger Sub of the transactions contemplated hereby hereby, including the issuance of the Merger Shares, and thereby the shares to be issued upon conversion of outstanding indebtedness pursuant to Section 4.5 below have been duly and validly authorized by all necessary corporate action on the part of MolsonYP and Merger Sub, and no other corporate proceedings (including any vote of YP’s stockholders) on the part of Molson YP or Merger Sub are necessary to authorize this Agreement or and such transactions. YP has taken all corporate action necessary to reserve for issuance a sufficient number of shares of YP Common Stock for delivery upon exercise of the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order LiveDeal Options and the Final OrderLiveDeal Warrants. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution YP and delivery by the other parties thereto, Merger Sub and constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and laws relating to the discretion enforcement of creditors’ rights generally and by general principles of equity. Neither YP nor Merger Sub is subject to, or obligated under, any provision of (a) its Articles of Incorporation or its Bylaws; (b) any agreement, arrangement or understanding; (c) any license, franchise or permit; or (d) any law, regulation, order, judgment or decree, that would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries’ assets would be created, by its execution, delivery and performance of this Agreement and the consummation by it of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencytransactions contemplated hereby.

Authority Relative to this Agreement. (a) Molson GPH has all necessary corporate the requisite power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action actions on the part of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final OrderGPH. This Agreement has beenAgreement, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties theretoupon execution, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of MolsonGPH, enforceable against Molson in accordance with its respective terms, terms except that (i) such as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors' rights generally, (ii) generally and except that the remedy of specific performance and injunctive and other forms availability of equitable relief may be remedies, including specific performance, is subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought brought. No other proceedings on the part of GPH are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. GPH is not subject to or obligated under (i) any operating agreement, indenture or other loan document provision or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to GPH or its properties or assets, that would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Agreement other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, accelerations or losses which, either singly or in the aggregate, will not have a Material Adverse Effect on GPH or prevent the consummation of the transactions contemplated hereby and (iiiB) the Currency laws and regulations referred to in the next sentence. Except in connection, or in compliance, with the provisions of the Securities Exchange Act of 1934, as amended (Canada) precludes a court in Canada from rendering judgment in the "Exchange Act"), no filing or registration with, or authorization, consent or approval of, any currency public body or authority is necessary for the consummation by GPH of the transactions contemplated by this Agreement, other than Canadian currencyfilings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on GPH.

Authority Relative to this Agreement. (a) Molson NON-CONTRAVENTION. Each of Eurobancshares and Eurobank has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents Agreement, to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by Molson of this Agreement by each of Eurobancshares and the other Transaction Documents to which it is party Eurobank and the consummation by Molson each of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part its Board of MolsonDirectors, and no other corporate proceedings on the its part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming the due authorization, execution each of Eurobancshares and delivery by the other parties thereto, Eurobank and constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach, enforceable against Molson in accordance with its respective terms. Each of Eurobancshares and Eurobank is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby, except that in the case of clauses (ib) such enforcement may be subject to applicable bankruptcyand (c) for any breach, insolvencyviolation, reorganizationright of acceleration or termination or encumbrance which would not have a Material Adverse Effect. Other than the authorizations, moratorium consents or other similar Lawsapprovals and filings required under or in connection with the Bank Merger Act (12 U.S.C. Section 1828(c)), now the Banking Law, state and the Commonwealth securities or hereafter blue sky laws, and the rules and regulations thereunder ("BLUE SKY LAWS") and the filing of this Agreement in effectaccordance with the Banking Law (collectively, affecting creditors' rights generallythe "REQUISITE APPROVALS"), (ii) no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on its part for the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion consummation by either Eurobancshares or Eurobank of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencytransactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson Each of Radware, Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party by Radware, Parent and Merger Sub and the consummation by Molson Radware, Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of MolsonRadware, Parent and Merger Sub, as the case may be, and no other corporate or stockholder proceedings on the part of Molson Radware, Parent or Merger Sub are necessary to authorize this Agreement or any of the other Transaction Documents, Ancillary Agreements to which it is a party or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Order. This Agreement has been, and each other Transaction Document the Ancillary Agreements to which Molson it is or a party have been or, if executed after the date hereof, will be party has been, or will be at or prior to the Closingbe, duly and validly executed and delivered by Molson Radware, Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes or will constitute at or constitutes, or, in the case of the Ancillary Agreements have been or, if executed after the date hereof and prior to the ClosingEffective Time, a validwill constitute, legal legal, valid and binding obligation obligations of MolsonRadware, Parent and Merger Sub, enforceable against Molson Radware, Parent and Merger Sub in accordance with its their respective terms, except that (i) such enforcement as the same may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyequity.

Authority Relative to this Agreement. (a) Molson Each of the Company and Sellers has ------------------------------------ all necessary corporate requisite power and authority capacity to execute and deliver this Agreement and each of the other Transaction Documents Agreements to which it is a party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby by the Company have been duly and validly authorized by all necessary corporate action on Sellers, as the part sole shareholders of Molsonthe Company, and no other corporate proceedings on the part of Molson the Company are necessary to authorize the execution and delivery of this Agreement or the other Transaction DocumentsAgreement, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson each of the Company and Sellers and, assuming that this Agreement has been duly executed and delivered by Xxxxxx and Newco, constitutes a legal, valid and binding agreement of each of the Company and Sellers, enforceable against each of the Company and Sellers in accordance with its terms subject to (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether the enforcement is considered a proceeding in equity or at law). Assuming due authorization, execution and delivery by the other all parties thereto, constitutes or each of the Transaction Agreements to which Sellers are a party will constitute at or prior to the Closinga legal, a valid, legal valid and binding obligation agreement of Molson, Sellers enforceable against Molson Sellers in accordance with its respective terms, except that (i) such enforcement may be subject to applicable (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms laws of equitable relief may be subject to equitable defenses general application affecting the rights and to the discretion remedies of the court before which any proceeding may be brought creditors and (iiib) general principles of equity (regardless of whether the Currency Act (Canada) precludes enforcement is considered a court proceeding in Canada from rendering judgment in any currency other than Canadian currencyequity or at law).

Authority Relative to this Agreement. (a) Molson Sub has all necessary the corporate power to enter into this Agreement and authority to execute carry out its obligations hereunder. The execution and deliver delivery of this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is a party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of MolsonSub, and no other corporate proceedings on the part of Molson Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has beenconstitutes and, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly when executed and delivered by Molson andSub, assuming each of the due authorization, execution and delivery by the other parties thereto, constitutes or Transaction Documents to which it is a party will constitute at or prior to the Closingbe, a valid, legal valid and binding obligation of Molson, Sub enforceable against Molson in accordance with its respective terms. The execution, except that delivery and performance by Sub of this Agreement and the Transaction Documents and the consummation by Sub of the transactions contemplated hereby and thereby will not violate or conflict with (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium any Governing Document or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default under or give any Person the remedy right to terminate, cancel or accelerate any obligation or result in the creation of specific performance and injunctive and any Lien or loss of a benefit under any indenture or other forms loan document provision or any other contract, license, franchise, permit, concession, lease, instrument or Legal Requirement applicable to Sub or any of equitable relief may be subject to equitable defenses and to its Subsidiaries or their respective properties or assets, other than, in the discretion case of clause (ii) only, (A) any conflicts, breaches, violations, defaults, terminations, cancellations or accelerations, Liens or losses which, individually or in the aggregate, will not have a Parent Material Adverse Effect or prevent or materially impair the consummation of the court before which any proceeding may be brought transactions contemplated hereby and thereby and (iiiB) the Currency Act (Canada) precludes a court Legal Requirements referred to in Canada from rendering judgment the next sentence. Except in connection, or in compliance with, the provisions of the DGCL and rules and regulations of the relevant Governmental Entities, and provisions contained in Franchises regarding transfer of ownership or control of Franchises and FCC licenses, no filing or registration with, or authorization, consent or approval of, any currency Governmental Entity or other Person is necessary for the consummation by Sub of the transactions contemplated by this Agreement, other than Canadian currency.filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated hereby. ARTICLE VI ---------- REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to Parent and Sub as follows:

Authority Relative to this Agreement. (a) Molson BlackRock has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson BlackRock of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of MolsonBoard, and no other corporate or stockholder proceedings on the part of Molson BlackRock are necessary to authorize this Agreement or or, as of the other Transaction DocumentsClosing, or will be necessary for BlackRock to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby or thereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson BlackRock and, assuming the due authorization, execution and delivery thereof by the other parties theretoPurchaser, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation obligations of MolsonBlackRock, enforceable against Molson BlackRock in accordance with its respective their terms, except that (i) such enforcement as may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawsequitable remedies. No Conflicts. The execution, now delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) result in a violation of BlackRock’s certificate of incorporation or hereafter in effect, affecting creditors' rights generallybylaws, (iib) conflict with or result in the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion breach of the court before terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any agreement, lease, mortgage, license, indenture, instrument or other contract to which BlackRock is a party, (c) result in a violation of any law, rule, regulation, order, judgment or decree of any Governmental Entity applicable to BlackRock or by which any proceeding may property or asset of BlackRock is bound or affected, or (d) result in the creation of any Encumbrance upon any of their assets, except in each case of (b) through (d) as would not reasonably be brought expected to cause a material adverse effect. BlackRock is not in violation of its certificate of incorporation or bylaws (as applicable in each case), and BlackRock is not nor is any Controlled Affiliate in default (iiiand no event has occurred which, with notice or lapse of time or both, would cause BlackRock to be in default) the Currency Act under, nor has there occurred any event giving others (Canadawith notice or lapse of time or both) precludes any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument to which BlackRock is a court party, except in Canada from rendering judgment in any currency other than Canadian currencyeach case as would not reasonably be expected to cause a material adverse effect.

Authority Relative to this Agreement. (a) Molson The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement and by the other Transaction Documents to which it is party Company and the consummation by Molson the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part Board of Molson, Directors and no other corporate proceedings on the part of Molson the Company are necessary to authorize this Agreement or the other Transaction Documents, or to consummate and the transactions so contemplated, contemplated hereby other than the Molson Shareholder Approval, the Interim Order and the Final Order. Shareholders' approval contemplated in Schedule C. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson andthe Company and constitutes a valid and binding obligation of the Company, assuming enforceable by BCE against the due authorizationCompany in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. The execution and delivery by the other parties theretoCompany of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer, constitutes after obtaining any necessary regulatory approvals, will not: (a) violate, conflict with or will constitute at or prior to the Closing, result in a valid, legal and binding obligation breach of Molson, enforceable against Molson in accordance with its respective terms, except that any provision of: (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium the constating documents of the Company or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, any of its subsidiaries; (ii) the remedy any agreement, contract, indenture, deed of specific performance and injunctive and other forms trust, mortgage, bond, instrument, license, franchise or permit to which it or any of equitable relief may be subject to equitable defenses and to the discretion its subsidiaries is a party or by which it or any of the court before which any proceeding may be brought and its subsidiaries is bound; or (iii) any law, regulation, order, judgment or decree to which it or any of its subsidiaries is subject or by which it or any of its subsidiaries is bound: (b) give rise to any right of termination, or acceleration of indebtedness, or cause any indebtedness to come due before its stated maturity, under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit which is material to the Currency Act Company and its subsidiaries taken as a whole; or (Canadac) precludes a court give rise to any rights of first refusal or change in Canada from rendering judgment control or influence or any restriction or limitation under any such agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit, or result in the imposition of any currency encumbrance, charge or lien upon any of the Company's assets or the assets of any of its subsidiaries, other than Canadian currencyany such violations, conflicts, breaches, rights or encumbrances, charges or liens which will not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) Molson Each of Quepasa and the Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Molson of this Agreement by Quepasa and the other Transaction Documents to which it is party Merger Sub and the consummation by Molson Quepasa and the Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on Quepasa and the part of MolsonMerger Sub, and no other corporate proceedings on the part of Molson Quepasa or the Merger Sub are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordersuch transactions. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, assuming Quepasa and the due authorization, execution Merger Sub and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal valid and binding obligation of Molsoneach, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement as the enforceability thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, affecting laws relating to the enforcement of creditors' rights generallygenerally and by general principles of equity. Neither Quepasa nor the Merger Sub is subject to, or obligated under, any provision of (a) its Articles or Certificate of Incorporation, or its Bylaws, (iib) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion consummation by it of the transactions contemplated hereby. Except for such filings to be made pursuant to Delaware and Arizona Law in order to effect the Merger, National Market rules and federal and state securities laws and filings required under the HSR Act, which Quepasa agrees to make, no authorization, consent or approval of, or filing with, any public body, court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currency.or authority is

Authority Relative to this Agreement. (a) Molson F Co has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents each Ancillary Agreement to which it is party and or will become a party, to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby Merger and therebythe Other Transactions. The execution, delivery and performance by Molson of this Agreement and the other Transaction Documents each Ancillary Agreement to which it is or will become a party by F Co, and the consummation by Molson F Co of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and validly authorized by all necessary corporate action on the part of Molson, F Co and no other corporate proceedings on the part of Molson F Co are or will be necessary to authorize this Agreement or to consummate the Merger and the Other Transactions (other Transaction Documentsthan the adoption of this Agreement by the stockholders of F Co and the filing and recordation of the Certificate of Merger, in each case as required by the provisions of the DGCL and the DLLCA). Except for the adoption of this Agreement by the stockholders of F Co in accordance with the provisions of the DGCL, the affirmative vote or consent of the holders of any class or series of capital stock or other securities of F Co, or any of them, is not necessary to approve any agreement or instrument contemplated hereby or by any of the Other Transactions other than this Agreement or to consummate any of the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final OrderOther Transactions contemplated hereby or thereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson and, F Co and assuming the due authorization, execution and delivery by the other parties theretoC Co, constitutes or will constitute at or prior to the Closinga legal, a valid, legal valid and binding obligation of MolsonF Co, enforceable against Molson it in accordance with its respective terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors' ’ rights generally, (ii) the remedy of specific performance generally and injunctive and other forms of equitable relief may be subject to equitable defenses the effect of general principles of equity. Each other Ancillary Agreement to which F Co will be a party (the “F Co Closing Documents”), upon execution and delivery by F Co,, will constitute a legal, valid and binding obligation of F Co, enforceable against it in accordance with its terms, subject to the discretion effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyeffect of general principles of equity.

Authority Relative to this Agreement. (a) Molson Each of Buyer Parties has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party Ancillary Agreements and to perform carry out its obligations hereunder thereunder. The execution and thereunder anddelivery of this Agreement and the Ancillary Agreements by Buyer Parties and the consummation by Buyer Parties of the Contemplated Transactions have been duly authorized by Buyer Parties, subject and no other corporate proceedings, including, without limitation, any authorization by the shareholders of Buyer Parent Company, or on the part of Buyer Parties are necessary to authorize this Agreement, the Ancillary Agreements or such transactions. This Agreement and the Ancillary Agreements have each been duly executed and delivered by Buyer Parties and each such agreement constitutes a valid and binding obligation of each such entity, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the receipt enforcement of creditors' rights generally and by general principles of equity. Neither of the Molson Shareholder ApprovalBuyer Parties is subject to, the Interim Order and the Final Orderor obligated under, to consummate the transactions contemplated hereby and thereby. The any provision of (a) its Articles of Incorporation, or its Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries' assets would be created, by its execution, delivery and performance of this Agreement or Ancillary Agreements and the consummation by Molson it of the Contemplated Transactions. Except for such filings to be made pursuant to Corporate Law in order to effect the Acquisition Purchase and federal and state securities laws, which Buyer agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Buyer Parties for the consummation by Buyer Parties of the transactions contemplated by this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Molson, and no other corporate proceedings on the part of Molson are necessary to authorize this Agreement or the other Transaction Documents, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Order. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, duly and validly executed and delivered by Molson and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes or will constitute at or prior to the Closing, a valid, legal and binding obligation of Molson, enforceable against Molson in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought and (iii) the Currency Act (Canada) precludes a court in Canada from rendering judgment in any currency other than Canadian currencyAncillary Agreements.

Authority Relative to this Agreement. (a) Molson Each of the Company and Seller has all necessary corporate requisite power and authority capacity to execute and deliver this Agreement and each of the other Transaction Documents Agreements to which it is a party and to perform its obligations hereunder and thereunder and, subject to the receipt of the Molson Shareholder Approval, the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Molson of this Agreement and the other Transaction Documents to which it is party and the consummation by Molson of the transactions contemplated hereby and thereby by the Company have been duly and validly authorized by all necessary corporate action on Seller, as the part sole shareholder of Molsonthe Company, and no other corporate proceedings on the part of Molson the Company are necessary to authorize the execution and delivery of this Agreement or the other Transaction DocumentsAgreement, or to consummate the transactions so contemplated, other than the Molson Shareholder Approval, the Interim Order and the Final Ordercontemplated hereby. This Agreement has been, and each other Transaction Document to which Molson is or will be party has been, or will be at or prior to the Closing, been duly and validly executed and delivered by Molson each of the Company and Seller and, assuming the due authorization, execution that this Agreement has been duly executed and delivery delivered by the other parties theretoWendy's and Newco, constitutes or will constitute at or prior to the Closinga legal, a valid, legal valid and binding obligation agreement of Molsoneach of the Company and Seller, enforceable against Molson each of the Company and Seller in accordance with its respective terms, except that (i) such enforcement may be terms subject to applicable (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive and other forms laws of equitable relief may be general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether the enforcement is considered a proceeding in equity or at law). Assuming due execution and delivery by all parties thereto, each of the Transaction Agreements to which Seller is a party will constitute a legal, valid and binding agreement of Seller enforceable against Seller in accordance with its respective terms subject to equitable defenses (a) bankruptcy, insolvency, reorganization, moratorium and to other laws of general application affecting the discretion rights and remedies of the court before which any proceeding may be brought creditors and (iiib) general principles of equity (regardless of whether the Currency Act (Canada) precludes enforcement is considered a court proceeding in Canada from rendering judgment in any currency other than Canadian currencyequity or at law).