Common use of Agreement Authorized and its Effect on Other Obligations Clause in Contracts

Agreement Authorized and its Effect on Other Obligations. Upon approval and adoption of this Agreement by the Board of directors of Compugraphics and execution of this Agreement by the Selling Shareholders, the consummation of the transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is required.

Agreement Authorized and its Effect on Other Obligations. Upon (a) US Co has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and, subject to approval of US Co's stockholders as provided in this Agreement, to consummate the Arrangement and adoption the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Board US Co and, subject to approval of directors of Compugraphics and execution of US Co's stockholders as provided in this Agreement by the Selling ShareholdersAgreement, the consummation by US Co of the Arrangement and the other transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics US Co. This Agreement has been duly executed and delivered by US Co and is the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and US Co, enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as that such enforceability may be limited by subject to (i) bankruptcy, insolvency, reorganization, debtor relief reorganization or other similar laws affecting the or relating to enforcement of creditors' rights of creditors generally, generally and (ii) general principles equitable principles. (b) Neither the execution, delivery and performance of equity. This this Agreement and or the Arrangement by US Co, nor the consummation of the transactions contemplated hereby do not conflict or thereby by US Co nor compliance with the provisions hereof or cause a violation, breach or default of any term or provision of thereof by US Co will: (i) conflict with, or result in any violations of, the certificate of incorporation or bylaws of Compugraphics US Co or any equivalent document of any of the US Co Subsidiaries, or (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, mortgageor both) under, deed or give rise to a right of trusttermination, leaseamendment, contract cancellation or other agreement to which Compugraphics acceleration of any obligation contained in, or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of its subsidiaries the material properties or assets of US Co or any of the Selling Shareholders is a party US Co Subsidiaries under, any term, condition or by which provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to US Co or any of them the US Co Subsidiaries or their respective properties are boundor assets, other than any such violationsbreaches, breaches defaults, losses, or defaults as could encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At US Co. Without limiting the Closing Dategenerality of the foregoing, upon the consummation of the transactions Arrangement, except as contemplated by this Agreement will not conflict herein, no person or group of persons shall have any right, contingent or otherwise, to elect, designate or appoint any director of US Co and no person or group of persons shall have any right, contingent or otherwise that is inconsistent with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredprovisions hereof.

Agreement Authorized and its Effect on Other Obligations. Upon approval The execution, delivery and adoption performance of this Agreement by the Board of directors of Compugraphics and execution of this Agreement by the Selling Shareholders, the consummation each of the transactions contemplated hereby will Ancillary Documents to which it is a party have been duly and validly authorized by all necessary corporate action on the part of Compugraphics the Shareholder. This Agreement and each of the Selling ShareholdersAncillary Documents to which Bremxx, and this Agreement will be xxe Shareholder, RTI and/or the Trustee is a party are valid and binding obligation obligations of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and Shareholder, Bremxx, XXI and/or the Selling Shareholders Trustee, as applicable, in accordance with its termstheir respective terms enforceable against the Shareholder, Bremxx, XXI and/or the Trustee, as applicable, in accordance with their respective terms except as such enforceability may be limited by (ia) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, debtor relief fraudulent conveyance or similar laws affecting the rights of creditors generally. The execution, delivery and (ii) general principles performance of equity. This this Agreement and the consummation each of the transactions contemplated hereby do not conflict with Ancillary Documents by the Shareholder, Bremxx xxx/or cause a violationRTI, breach or default of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indentureas applicable, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, under (i) the certificate respective Articles of incorporation Incorporation or bylaws Bylaws of Compugraphics the Shareholder, RTI or Recyc or (ii) to the extent such conflict, violation, breach or default could have a material adverse effect on the business, operations, assets or financial condition of Bremxx, Xxcyc, RTI or the Shareholder, any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics Bremxx, Xxcyc, RTI or the Shareholder is a party or by which Bremxx, Xxcyc, RTI or the Shareholder or their respective properties are bound. The execution, delivery and performance of the Lease and the Lease Memorandum by the Trustee will not conflict with or result in a violation or breach of any trust indenture or agreement creating or governing, or any of its subsidiaries other document or instrument applicable to, the Trust, or any other obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Selling Shareholders Trustee is a party or by which any of them or their the Trust's properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is required.

Agreement Authorized and its Effect on Other Obligations. Upon approval and adoption of this Agreement and approval of the Merger by the Board stockholders of directors of Compugraphics and execution of this Agreement by the Selling ShareholdersBoolx, the xxe consummation of the transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics and the Selling ShareholdersBoolx, and xxd this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable Boolx xxxorceable against Compugraphics and the Selling Shareholders in Boolx xx accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This The Stock Option Agreement and the consummation of the transactions contemplated hereby thereby have been duly and validly authorized by all necessary corporate action on the part of Boolx, xxd the Stock Option Agreement is a valid and binding obligation of Boolx xxxorceable against Boolx xx accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. The Stock Option Agreement and the consummation of the transactions contemplated thereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics or Boolx xx (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or Boolx xx any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on CompugraphicsBoolx. At Xt the Closing DateEffective Time, the consummation of the transactions contemplated by this Agreement Merger will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or Boolx xx (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or Boolx xx any of its subsidiaries or any of the Selling Shareholders 4 is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on CompugraphicsBoolx. Section Xection 2.2 of the Compugraphics Disclosure Boolx Xxxclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as Boolx xx of the date of this Agreement, the lessors of any material property leased by Compugraphics and Boolx xxx the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is Boolx xx a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby Merger is required.

Agreement Authorized and its Effect on Other Obligations. Upon (a) ECo has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and, subject to approval of ECo's securityholders and adoption the Court as provided in this Agreement, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by ECo and, subject to approval of ECo's securityholders and the Board Court as provided in this Agreement, the consummation by ECo of the Arrangement and the other transactions contemplated hereby have been unanimously approved by the board of directors of Compugraphics ECo and execution have been duly authorized by all other necessary corporate action on the part of ECo. This Agreement has been duly executed and delivered by ECo and is a valid and binding obligation of ECo, enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally, (ii) general equitable principles, and (iii) the qualifications that the consummation of the Arrangement is subject to approval of ECo's securityholders and the Court as provided in this Agreement and that Alberta courts will only render monetary judgements expressed in Canadian dollars. (b) Neither the execution, delivery or performance of this Agreement or the Arrangement by the Selling ShareholdersECo, nor the consummation of the transactions contemplated hereby will have been duly and validly authorized or thereby by all necessary corporate action on ECo nor compliance with the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited provisions hereof or thereof by ECo will: (i) bankruptcyconflict with, insolvencyor result in any violations of, reorganization, debtor relief or similar laws affecting the rights articles of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation amalgamation or bylaws of Compugraphics ECo or any equivalent document of any of the ECo Subsidiaries; or (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, or both) under, give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or the loss of any benefit or the incurrence of any cost (including, but not limited to, rentals, royalties, excess royalty, overriding royalty interests, production payments, pipeline and production imbalances and penalties, governmental authority curtailment of hydrocarbon production and seismic data transfer fees) under, or result in the creation of any lien, charge, mortgage, deed of trustsecurity interest, leaseoption, contract preferential purchase right or other agreement to which Compugraphics right or interest of any other person (collectively, an "Encumbrance") upon any of its subsidiaries the properties or assets of ECo or any of the Selling Shareholders is a party ECo Subsidiaries under, any term, condition or by which provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to ECo or any of them the ECo Subsidiaries or their respective properties are boundor assets, other than any such violationsbreaches, breaches defaults, rights, losses, or defaults as could Encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredECo.

Agreement Authorized and its Effect on Other Obligations. Upon a. Solana has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and, subject to approval of the Solana Securityholders and adoption the Court as provided in this Agreement, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Solana and, subject to approval of the Solana Securityholders and the Court as provided in this Agreement, the consummation by Solana of the Arrangement and the other transactions contemplated hereby have been unanimously approved by the Solana Board of directors Directors and have been duly authorized by all other necessary corporate action on the part of Compugraphics Solana. This Agreement has been duly executed and execution delivered by Solana and is a valid and binding obligation of Solana, enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally, (ii) general equitable principles, and (iii) that the consummation of the Arrangement is subject to approval of the Solana Securityholders and the Court as provided in this Agreement. b. Neither the execution, delivery or performance of this Agreement or the Arrangement by the Selling ShareholdersSolana, nor the consummation of the transactions contemplated hereby will have been duly and validly authorized or thereby by all necessary corporate action on Solana nor compliance with the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited provisions hereof or thereof by Solana will: (i) bankruptcyconflict with, insolvencyor result in any violations of, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate articles of incorporation or bylaws of Compugraphics Solana or any equivalent document of any of the Solana Subsidiaries, (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, or both) under, (iii) give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or the loss of any material benefit or the incurrence of any material cost (including, but not limited to, seismic data transfer fees) under, or (iv) result in the creation of any lien, charge, mortgage, deed of trustadverse claim, hypothec, pledge, warrant, lease, contract sublease, encumbrance, right to possession, security interest, option, preferential purchase right or other agreement to which Compugraphics right or interest of any other person (collectively, an “Encumbrance”) upon any of its subsidiaries the material properties or assets of Solana or any of the Selling Shareholders is a party Solana Subsidiaries under, any term, condition or by which provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Solana or any of them the Solana Subsidiaries or their respective properties are boundor assets, other than any such violationsbreaches, breaches defaults, rights, losses, or defaults as could Encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredSolana.

Agreement Authorized and its Effect on Other Obligations. Upon (a) PASW has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and, subject to approval of PASW's stockholders as provided in this Agreement, to consummate the Amalgamation and adoption the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by PASW and, subject to approval of PASW's stockholders as provided in this Agreement, the Board consummation by PASW of the Amalgamation and the other transactions contemplated hereby have been unanimously approved by the board of directors of Compugraphics PASW and execution have been duly authorized by all other necessary corporate action on the part of PASW. This Agreement has been duly executed and delivered by PASW and is a valid and binding obligation of PASW, enforceable in accordance with its terms, except that such enforceability is subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally, (ii) general equitable principles, and (iii) the qualifications that the issuance of shares of PASW Common Stock (as defined below) to be delivered from time to time in exchange for the Exchangeable Shares is subject to approval of PASW's stockholders as provided in this Agreement. (b) Neither the execution, delivery or performance of this Agreement or the Amalgamation by the Selling ShareholdersPASW, nor the consummation of the transactions contemplated hereby will have been duly and validly authorized or thereby by all necessary corporate action on PASW nor compliance with the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited provisions hereof or thereof by PASW will: (i) bankruptcyconflict with, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This Agreement and the consummation result in any violations of the transactions contemplated hereby do not conflict with articles or cause a violation, breach or default by-laws of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics PASW; or (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, or both) under; give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or the loss of any material benefit or incurrence of any material cost under; or result in the creation of any Encumbrance upon any of the material properties or assets of PASW under; any term, condition or provision of any loan or credit agreement, note, bond, mortgage, deed of trustindenture, lease, contract lease or other agreement agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which Compugraphics PASW or any of its subsidiaries properties or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredassets.

Agreement Authorized and its Effect on Other Obligations. Upon (a) Alpine has all requisite corporate power and authority to enter into this Agreement and, subject to approval of this Agreement and adoption the Arrangement by the shareholders and optionholders of Alpine and approval by the Court, to perform its obligations hereunder and to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Alpine and, subject only to approval of this Agreement and the Board Arrangement by the shareholders and optionholders of Alpine and approval by the Court, the consummation by Alpine of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate and other action on the part of Alpine. The board of directors of Compugraphics Alpine has determined to recommend the Arrangement to the holders of Alpine Common Shares, and execution such recommendation is in effect on the date hereof. This Agreement has been duly executed and delivered by Alpine and is the valid and binding obligation of Alpine, enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. All other agreements contemplated hereby and by the Plan of Arrangement will, when executed and delivered by Alpine, as applicable, constitute valid and binding obligations of Alpine, enforceable against it in accordance with their terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. (b) Neither the execution, delivery and performance of this Agreement or the Arrangement by the Selling ShareholdersAlpine, nor the consummation of the transactions contemplated hereby or thereby by Alpine nor compliance with the provisions hereof or thereof by Alpine will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited by (i) bankruptcyconflict with, insolvencyor result in any violations of, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation articles or bylaws of Compugraphics Alpine or any comparable document of any of the Alpine Subsidiaries or (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, mortgageor both) under, deed or give rise to or result in any Encumbrance or a right of trusttermination, leaseamendment, contract cancellation or other agreement to which Compugraphics acceleration of any obligation contained in, or the loss of any material benefit under, or otherwise result in the creation of any Encumbrance upon, any of its subsidiaries the material properties or assets of Alpine or any of the Selling Shareholders is a party Alpine Subsidiaries under any term, condition or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach provision of any term loan or provision ofcredit agreement, nor constitute a default undernote, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenturebond, mortgage, deed of trustindenture, lease, contract lease or other agreement agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which Compugraphics or any of its subsidiaries Alpine or any of the Selling Shareholders is a party or by which any of them Alpine Subsidiaries or their respective properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredassets.

Agreement Authorized and its Effect on Other Obligations. Upon approval (a) SES has all requisite corporate power and adoption authority to enter into this Agreement and to perform its obligations hereunder and to consummate the Amalgamation and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by SES and the Board consummation by SES of the Amalgamation and the other transactions contemplated hereby have been unanimously approved by the board of directors of Compugraphics SES and execution have been duly authorized by all other necessary corporate action on the part of SES. This Agreement has been duly executed and delivered by SES and is a valid and binding obligation of SES, enforceable in accordance with its terms, except that such enforceability is subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally, (ii) general equitable principles, and (iii) the qualifications that the consummation of the Amalgamation is subject to approval of SES's securityholders. (b) Neither the execution, delivery or performance of this Agreement or the Amalgamation by the Selling ShareholdersSES, nor the consummation of the transactions contemplated hereby will have been duly and validly authorized or thereby by all necessary corporate action on SES nor compliance with the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited provisions hereof or thereof by SES will: (i) bankruptcyconflict with, insolvencyor result in any violations of, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation articles or bylaws of Compugraphics SES or any equivalent document of any of the SES Subsidiaries; or (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, mortgageor both) under; give rise to a right of termination, deed amendment, cancellation or acceleration of trustany obligation contained in, lease, contract or other agreement to which Compugraphics the loss of any material benefit or the incurrence of any material cost under; or result in the creation of any Encumbrance upon any of its subsidiaries the material properties or assets of SES or any of the Selling Shareholders is a party SES Subsidiaries under; any term, condition or by which provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to SES or any of them the SES Subsidiaries or their respective properties are boundor assets, other than any such violationsbreaches, breaches defaults, rights, losses, or defaults as could Encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredSES.

Agreement Authorized and its Effect on Other Obligations. Upon (a) Chauvco has all requisite corporate power and authority to enter into this Agreement and, subject to approval of this Agreement and adoption the Arrangement by the shareholders of Chauvco and approval by the Court, to perform its obligations hereunder and to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Board of directors of Compugraphics and execution Chauvco and, subject to approval of this Agreement and the Arrangement by the Selling Shareholdersshareholders of Chauvco and approval by the Court, the consummation by Chauvco of the Arrangement and the other transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics Chauvco. This Agreement has been duly executed and delivered by Chauvco and is the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and Chauvco, enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as that such enforceability may be limited by subject to (i) bankruptcy, insolvency, reorganization, debtor relief reorganization or other similar laws affecting the or relating to enforcement of creditors' rights of creditors generally, generally and (ii) general principles equitable principles. (b) Neither the execution, delivery and performance of equity. This this Agreement and or the Arrangement by Chauvco, nor the consummation of the transactions contemplated hereby do not conflict or thereby by Chauvco nor compliance with the provisions hereof or cause a violation, breach or default of any term or provision of thereof by Chauvco will: (i) conflict with, or result in any violations of, the certificate articles of incorporation amalgamation or bylaws of Compugraphics Chauvco or any equivalent document of any of the Chauvco Subsidiaries, or (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, mortgageor both) under, deed or give rise to a right of trusttermination, leaseamendment, contract cancellation or other agreement to which Compugraphics acceleration of any obligation contained in, or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of its subsidiaries the material properties or assets of Chauvco or any of the Selling Shareholders is a party Chauvco Subsidiaries under, any term, condition or by which provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Chauvco or any of them the Chauvco Subsidiaries or their respective properties are boundor assets, other than any such violationsbreaches, breaches defaults, losses, or defaults as could encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredChauvco.

Agreement Authorized and its Effect on Other Obligations. Upon approval (a) Each of Weatherford, Services and adoption WCL have all requisite corporate power and authority to enter into this Agreement and to perform their respective obligations hereunder and to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Board each of directors of Compugraphics Weatherford, Services and execution of this Agreement by the Selling Shareholders, WCL and the consummation by Weatherford, Services and WCL of the Arrangement and the other transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part parts of Compugraphics Weatherford, Services and WCL. This Agreement has been duly executed and delivered by each of Weatherford, Services and WCL and is the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics each of Weatherford, Services and the Selling Shareholders and WCL, enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as that such enforceability may be limited by subject to (i) bankruptcy, insolvency, reorganization, debtor relief reorganization or other similar laws affecting the or relating to enforcement of creditors' rights of creditors generally, generally and (ii) general principles equitable principles. (b) Neither the execution, delivery and performance of equity. This this Agreement or the Arrangement by Weatherford, Services and WCL, nor the consummation of the transactions contemplated hereby do not conflict or thereby by Weatherford, Services and WCL nor compliance with the provisions hereof or cause a violationthereof by Weatherford, breach or default of any term or provision of Services and WCL will (i) conflict with, or result in any violations of, the certificate of incorporation (or comparable document) or bylaws of Compugraphics Weatherford, Services or WCL, or (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of the material properties or assets of Weatherford, Services or WCL under any term, condition or provision of any loan or credit agreement, note, bond, mortgage, deed of trustindenture, lease, contract lease or other agreement material agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which Compugraphics Weatherford, Services or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them WCL or their respective properties are boundor assets, other than any such violationsbreaches, breaches defaults, losses, or defaults as could Encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredWeatherford.

Agreement Authorized and its Effect on Other Obligations. Upon approval and adoption of this Agreement by the Board stockholders of directors Esenjay, the issuance of Compugraphics the Esenjay Common Stock and execution of this Agreement by the Selling Shareholders, ESNJ-CP Stock and the consummation of the transactions contemplated hereby hereby, will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics and the Selling ShareholdersEsenjay, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and Esenjay enforceable against Compugraphics and the Selling Shareholders Esenjay (subject to normal equitable principles) in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. On the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, the Certificate of Designations will be a valid and binding obligation of Esenjay enforceable against Esenjay (iisubject to normal equitable principles) general principles in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of equitycreditors generally. This Agreement and At the Effective Date, the consummation of the transactions merger contemplated hereby do by this Agreement, the filing of the Certificate of Designations and the issuance of the Esenjay Common Stock and ESNJ-CP Stock will not conflict with or cause result in a violation, violation or breach or default of any term or provision of of, nor constitute a default under (i) the certificate of incorporation or bylaws of Compugraphics Esenjay or (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics Esenjay or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation any material adverse change in the financial condition, properties or breach businesses of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of Esenjay and its subsidiaries or any of the Selling Shareholders is taken as a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredwhole.

Agreement Authorized and its Effect on Other Obligations. Upon (a) EduTrek has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and, subject to approval of EduTrek's shareholders as provided in this Agreement, to consummate the Arrangement and adoption the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Board EduTrek and, subject to approval of directors of Compugraphics and execution of EduTrek's shareholders as provided in this Agreement by the Selling ShareholdersAgreement, the consummation by EduTrek of the Arrangement and the other transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics EduTrek. The board of directors of EduTrek has determined that it is advisable and in the Selling Shareholders, best interest of EduTrek's shareholders for EduTrek to enter into a business combination with ITI upon the terms and subject to the conditions of this Agreement. This Agreement will be a has been duly executed and delivered by EduTrek and is the valid and binding obligation of Compugraphics and the Selling Shareholders and EduTrek enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as that such enforceability may be limited by subject to (i) bankruptcy, insolvency, reorganization, debtor relief reorganization or other similar laws affecting the or relating to enforcement of creditors' rights of creditors generally, generally and (ii) general principles equitable principles, and that the consummation of equity. This the Arrangement is subject to approval of EduTrek's shareholders as provided in this Agreement. (b) None of the execution, delivery or performance of this Agreement and or the Arrangement by EduTrek, nor the consummation of the transactions contemplated hereby do not or thereby by EduTrek nor compliance with the provisions hereof or thereof by EduTrek will: (i) conflict with, or result in any violations of, the Certificate of Incorporation or bylaws of EduTrek or any equivalent document of any of the EduTrek Subsidiaries, (ii) conflict with or cause a violation, breach or default result in any violation of any term law, rule, regulation, ordinance, order, judgment or provision of (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement decree applicable to which Compugraphics or any of its subsidiaries EduTrek or any of the Selling Shareholders EduTrek Subsidiaries or by which its or any of their respective properties or assets are bound or affected or (iii) require any third party consent under, result in any breach of or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of the material properties or assets of EduTrek or any of the EduTrek Subsidiaries under, any term, condition or provision of any loan or credit agreement, note, bond, mortgage, indenture, lease, contract, agreement, license, permit or other instrument or obligation to which EduTrek or any of the EduTrek Subsidiaries is a party or by which EduTrek or any of them the EduTrek Subsidiaries or their respective properties are boundor assets is bound or affected, other than any such violationsbreaches, breaches defaults, losses, or defaults as could encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredEduTrek.

Agreement Authorized and its Effect on Other Obligations. Upon (a) Chauvco has all requisite corporate power and authority to enter into this Agreement and, subject to approval of this Agreement and adoption the Arrangement by the shareholders of Chauvco and approval by the Court, to perform its obligations hereunder and to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Board of directors of Compugraphics and execution Chauvco and, subject to approval of this Agreement and the Arrangement by the Selling Shareholdersshareholders of Chauvco and approval by the Court, the consummation by Chauvco of the Arrangement and the other transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics Chauvco. This Agreement has been duly executed and delivered by Chauvco and is the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and Chauvco, enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as that such enforceability may be limited by subject to (i) bankruptcy, insolvency, reorganization, debtor relief reorganization or other similar laws affecting the or relating to enforcement of creditors' rights of creditors generally, generally and (ii) general principles equitable principles. (b) Neither the execution, delivery and performance of equity. This this Agreement and or the Arrangement by Chauvco, nor the consummation of the transactions contemplated hereby do not conflict or thereby by Chauvco nor compliance with the provisions hereof or cause a violation, breach or default of any term or provision of thereof by Chauvco will: (i) conflict with, or result in any violations of, the certificate articles of incorporation amalgamation or bylaws of Compugraphics Chauvco or any equivalent document of any of the Chauvco Subsidiaries, or (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, mortgageor both) under, deed or give rise to a right of trusttermination, leaseamendment, contract cancellation or other agreement to which Compugraphics acceleration of any obligation contained in, or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of its subsidiaries the material properties or assets of Chauvco or any of the Selling Shareholders is a party Chauvco Subsidiaries under, any term, condition or by which provision of any loan or credit xxxxxxxxx, xxxx, xxxx, xxrtgage, indenture, lease or other material agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Chauvco or any of them the Chauvco Subsidiaries or their respective properties are boundor assets, other than any such violationsbreaches, breaches defaults, losses, or defaults as could encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredChauvco.

Agreement Authorized and its Effect on Other Obligations. Upon approval and adoption of this Agreement by the Board of directors of Compugraphics Precision and execution of this Agreement by the Selling Shareholders, the consummation of the transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics Precision and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics Precision and the Selling Shareholders and enforceable against Compugraphics Precision and the Selling Shareholders in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics Precision or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics Precision or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on CompugraphicsPrecision. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics Precision or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics Precision or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on CompugraphicsPrecision. Section 2.2 of the Compugraphics Precision Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics Precision as of the date of this Agreement, the lessors of any material property leased by Compugraphics Precision and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics Precision is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is required.

Agreement Authorized and its Effect on Other Obligations. Upon approval (a) Solitario has all requisite corporate power and adoption authority to enter into this Agreement and to perform its obligations hereunder and under all documents and agreements contemplated by this Agreement to which Solitario is or will be a party. The execution and delivery of this Agreement by Solitario and the Board performance by Solitario of its obligations hereunder have been duly authorized by the board of directors of Compugraphics Solitario and no other corporate proceeding on the part of Solitario is necessary to authorize this Agreement or the transactions contemplated hereby, other than the approval of (i) the Joint Proxy Statement and other matters relating solely thereto, by the board of directors of Solitario; (ii) materials to be filed with the Court in connection with the applications for the Interim Order and Final Order by the board of directors of Solitario; (iii) any matters required by the Interim Order or the Final Order to be authorized by the board of directors of Solitario or the Solitario Stockholders; and (iv) the Solitario Arrangement Resolution by the Solitario Stockholders. This Agreement has been duly executed and delivered by Solitario and is a valid and binding obligation of Solitario, enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally, (ii) general equitable principles, and (iii) that the consummation of the Arrangement is subject to approval of the Solitario Stockholders and the Court as provided in this Agreement. (b) Neither the execution and delivery of this Agreement by the Selling ShareholdersSolitario, nor the consummation of the transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on Solitario nor compliance with the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited provisions hereof by Solitario will: (i) bankruptcyconflict with, insolvencyor result in any violations of, reorganization, debtor relief or similar laws affecting the rights charter documents of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries Solitario or any of the Selling Shareholders is Solitario Subsidiaries, (ii) result in any breach of or cause a party default (with or by which without notice or lapse of time, or both) under, give rise to a right of termination, amendment, cancellation, right of first refusal or acceleration of any obligation contained in, or the loss of any material benefit or the incurrence of any material cost under, or result in the creation of any Encumbrance upon any of them the material properties or assets of Solitario or any of the Solitario Subsidiaries under, any term, condition or provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Solitario or any of the Solitario Subsidiaries or their respective projects, properties are boundor assets, other than any such violationsbreaches, breaches defaults, rights, losses, or defaults as could Encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries Solitario or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on CompugraphicsSolitario Subsidiaries. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is required.<PAGE>

Agreement Authorized and its Effect on Other Obligations. Upon approval (a) MG has all requisite corporate power and adoption of authority to enter into this Agreement and to perform its obligations hereunder and to consummate the Share Restructuring and the other transactions contemplated by this Agreement. All necessary approvals of the Board Securityholders of directors of Compugraphics and MG for the execution of this Agreement by the Selling Shareholders, and the consummation of the transactions contemplated hereby will have been obtained. The execution and delivery of this Agreement by MG and the consummation by MG of the Share Restructuring and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Compugraphics MG. This Agreement has been duly executed and delivered by MG and is the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and MG, enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as that such enforceability may be limited by subject to (i) bankruptcy, insolvency, reorganization, debtor relief reorganization or other similar laws affecting the or relating to enforcement of creditors' rights of creditors generally, generally and (ii) general principles equitable principles. (b) Neither the execution, delivery or performance of equity. This this Agreement and or the Share Restructuring Plan by MG, nor the consummation of the transactions contemplated hereby do not conflict or thereby by MG nor compliance with the provisions hereof or cause a violation, breach or default of any term or provision of thereof by MG will: (i) conflict with, or result in any violations of, the certificate articles of incorporation or bylaws of Compugraphics MG or any equivalent document of any of the MG Subsidiaries, or (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, mortgageor both) under, deed or give rise to a right of trusttermination, leaseamendment, contract cancellation or acceleration of any obligation contained in, or the loss of any benefit under, or create any penalty payment or other agreement to which Compugraphics obligations under, or result in the creation of any Encumbrance upon any of its subsidiaries the properties or assets of MG or any of the Selling Shareholders is a party MG Subsidiaries under, any term, condition or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach provision of any term loan or provision ofcredit agreement, nor constitute a default undernote, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenturebond, mortgage, deed of trustindenture, lease, contract lease or other agreement agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which Compugraphics or any of its subsidiaries MG or any of the Selling Shareholders is a party or by which any of them MG Subsidiaries or their respective properties are boundor assets. MG has received a letter dated November 10, other than such violations1998 from Madexxxxx X.X.C. and Capital D'Amerique CDPQ ("CDPQ", breaches or defaults as could not reasonably be expected and together with Madexxxxx X.X.C., the "Junior Lenders") pursuant to which the Junior Lenders have a Material Adverse Effect on Compugraphics. Section 2.2 consented to the prepayment of the Compugraphics Disclosure Schedule lists all holders junior loan (the "Junior Debt") provided for in that certain Loan Agreement entered into on December 23, 1996 among GB/B Acquisition Corp. and M Acquisition Corp., as Borrowers, and MG (formerly Zorro Holding Corp.) and the Junior Lenders (the "Junior Loan Agreement"), at "fair value" which has been determined and agreed to be the principal amount of any material indebtedness for borrowed money of Compugraphics as of Junior Debt plus accrued interest thereon through the date of this Agreement, such prepayment (the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is required"Junior Debt Fair Value").

Agreement Authorized and its Effect on Other Obligations. Upon a. Gran Tierra has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and, subject to approval of Gran Tierra’s stockholders as provided in this Agreement, to consummate the Arrangement and adoption the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Gran Tierra and, subject to approval of Gran Tierra’s stockholders as provided in this Agreement, the consummation by Gran Tierra of the Arrangement and the other transactions contemplated hereby have been unanimously approved by the Gran Tierra Board of directors Directors and have been duly authorized by all other necessary corporate action on the part of Compugraphics Gran Tierra. This Agreement has been duly executed and execution delivered by Gran Tierra and is a valid and binding obligation of Gran Tierra, enforceable in accordance with its terms, except that such enforceability may be subject to: (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally; (ii) general equitable principles; and (iii) that the consummation of the Arrangement is subject to approval of Gran Tierra’s stockholders as provided in this Agreement. b. Neither the execution, delivery or performance of this Agreement or the Arrangement by the Selling ShareholdersGran Tierra, nor the consummation of the transactions contemplated hereby will have been duly and validly authorized or thereby by all necessary corporate action on Gran Tierra nor compliance with the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited provisions hereof or thereof by Gran Tierra will: (i) bankruptcyconflict with, insolvencyor result in any violations of, reorganizationthe Articles of Incorporation or bylaws of Gran Tierra or any equivalent document of any of the Gran Tierra Subsidiaries, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles result in any breach of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violationdefault (with or without notice or lapse of time, breach or default both) under, (iii) give rise to a right of termination, amendment, cancellation or acceleration of any term obligation contained in, or provision the loss of any material benefit or incurrence of any material cost (iincluding, but not limited to, seismic data transfer fees) the certificate of incorporation or bylaws of Compugraphics under, or (iiiv) result in the creation of any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or Encumbrance upon any of its subsidiaries the material properties or assets of Gran Tierra or any of the Selling Shareholders is a party Gran Tierra Subsidiaries under, any term, condition or by which provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Gran Tierra or any of them the Gran Tierra Subsidiaries or their respective properties are boundor assets, other than any such violationsbreaches, breaches defaults, rights, losses, or defaults as could Encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredGran Tierra.

Agreement Authorized and its Effect on Other Obligations. Upon (a) ITI has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and, subject to approval of ITI's shareholders and adoption the Court as provided in this Agreement, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by ITI and, subject to approval of ITI's shareholders and the Board of directors of Compugraphics and execution of Court as provided in this Agreement by the Selling ShareholdersAgreement, the consummation by ITI of the Arrangement and the other transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics ITI. The board of directors of ITI has determined, based on, among other things, a preliminary oral fairness view from Nesbxxx Xxxnx Xxx., that it is advisable and in the Selling Shareholders, best interest of ITI's shareholders for ITI to enter into a business combination with EduTrek upon the terms and subject to the conditions of this Agreement. This Agreement will be a has been duly executed and delivered by ITI and is the valid and binding obligation of Compugraphics and the Selling Shareholders and ITI, enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as that such enforceability may be limited by subject to (i) bankruptcy, insolvency, reorganization, debtor relief reorganization or other similar laws affecting the or relating to enforcement of creditors' rights of creditors generally, generally and (ii) general principles equitable principles, and that the consummation of equity. This the Arrangement is subject to approval of ITI's shareholders and the Court as provided in this Agreement. (b) None of the execution, delivery or performance of this Agreement and or the Arrangement by ITI, nor the consummation of the transactions contemplated hereby do not conflict or thereby by ITI nor compliance with the provisions hereof or cause a violation, breach or default of any term or provision of thereof by ITI will: (i) conflict with, or result in any violations of, the certificate articles of incorporation or bylaws of Compugraphics ITI or any equivalent document of any of the ITI Subsidiaries, (ii) conflict with, or result in any indentureviolation of any law, mortgagerule, deed of trustregulation, leaseordinance, contract order, judgment or other agreement decree applicable to which Compugraphics or any of its subsidiaries ITI or any of the Selling Shareholders ITI Subsidiaries or by which its or any of their respective properties or assets are bound or affected, or (iii) require any third party consent under, or result in any breach of or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of the material properties or assets of ITI or any of the ITI Subsidiaries under, any term, condition or provision of any loan or credit agreement, note, bond, mortgage, indenture, lease, contract, agreement, license, permit or other instrument or obligation to which ITI or any of the ITI Subsidiaries is a party or by which ITI or any of them the ITI Subsidiaries or their respective properties are boundor assets is bound or affected, other than any such violationsbreaches, breaches defaults, losses, or defaults as could encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredITI.

Agreement Authorized and its Effect on Other Obligations. Upon approval (a) CCo has all requisite corporate power and adoption authority to enter into this Agreement and to perform its obligations hereunder and to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by CCo and the Board consummation by CCo of the Arrangement and the other transactions contemplated hereby have been unanimously approved by the board of directors of Compugraphics CCo and execution have been duly authorized by all other necessary corporate action on the part of CCo. This Agreement has been duly executed and delivered by CCo and is a valid and binding obligation of CCo, enforceable in accordance with its terms, except that such enforceability may be subject to: (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally; (ii) general equitable principles; and (iii) the qualification that Alberta courts will only render monetary judgments expressed in Canadian dollars. (b) Neither the execution, delivery or performance of this Agreement or the Arrangement by the Selling ShareholdersCCo, nor the consummation of the transactions contemplated hereby will have been duly and validly authorized or thereby by all necessary corporate action on CCo nor compliance with the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited provisions hereof or thereof by CCo will: (i) bankruptcyconflict with, insolvencyor result in any violations of, reorganization, debtor relief or similar laws affecting the rights Certificate of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation Incorporation or bylaws of Compugraphics CCo or any equivalent document of any of the CCo Subsidiaries; or (ii) result in any indenturebreach of or cause a default (with or without notice or lapse of time, mortgageor both) under, deed give rise to a right of trusttermination, leaseamendment, contract cancellation or other agreement to which Compugraphics acceleration of any obligation contained in, or the loss of any material benefit or incurrence of any material cost under, or result in the creation of any Encumbrance upon any of its subsidiaries the material properties or assets of CCo or any of the Selling Shareholders is a party CCo Subsidiaries under, any term, condition or by which provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CCo or any of them the CCo Subsidiaries or their respective properties are boundor assets, other than any such violationsbreaches, breaches defaults, rights, losses, or defaults as could Encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredCCo.