Common use of Power, Authorization and Non-Contravention Clause in Contracts

Power, Authorization and Non-Contravention. (a) Each of Platinum and Purchaser has the corporate power, legal capacity and authority to (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased; (iii) perform its obligations under Contracts to which Platinum or any of its Subsidiaries is a party or bound, enter into and perform its obligations under this Agreement, and all agreements to which Platinum or Purchaser is or will be a party that are required to be executed pursuant to this Agreement (the "PLATINUM ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii) and (iii) of this Section 4.2 where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Platinum or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Ancillary Agreements have been duly and validly approved and authorized by Platinum's Board of Directors and Purchaser's Board of Directors, as applicable. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum and Purchaser. The written consent of Platinum, as the sole stockholder of Purchaser, a certified copy of which has previously been delivered to Seller, is sufficient for the approval, and no other approval of any holder of any securities of Platinum is required in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Authority or other Person is required to be obtained or made by Platinum or Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of a Current Report on Form 8-K with respect to the purchase of the Assets in accordance with the Exchange Act, (ii) such consents, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state Securities (or related) Laws, and (iii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Platinum or Purchaser or prevent, alter or materially delay the consummation of the transactions contemplated hereby. (c) This Agreement and the Platinum Ancillary Agreements are, or when executed by Platinum and Purchaser (as applicable) and the other parties thereto will be, valid and binding obligations of Platinum and Purchaser, to the extent a party thereto, enforceable against Platinum and Purchaser, to the extent a party thereto in accordance with their respective terms, except as to the effect, if any, of (i) applicable bankruptcy and insolvency, moratorium, reorganization or other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Non-Contravention. (a) Each of Platinum Presstek and Purchaser has the corporate power, legal capacity and authority to (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased; (iii) perform its obligations under Contracts to which Platinum Presstek or any of its their respective Subsidiaries is a party or bound, ; and (iv) enter into and perform its obligations under this Agreement, and all agreements to which Platinum Presstek or Purchaser is or will be a party that are required to be executed pursuant to this Agreement (the "PLATINUM PRESSTEK ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii), (iii) and (iiiiv) of this Section 4.2 where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Platinum Presstek or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Presstek Ancillary Agreements have been duly and validly approved and authorized by PlatinumPresstek's Board of Directors and Purchaser's Board of Directors, as applicable. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum Presstek and Purchaser. The written consent of PlatinumPresstek, as the sole stockholder of Purchaser, a certified copy of which has previously been delivered to Seller, is sufficient for the approvalapproval of, and no other approval of any holder of any securities of Platinum Presstek is required in connection with with, the consummation of the transactions contemplated hereby. (b) No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Authority or other Person is required to be obtained or made by Platinum Presstek or Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of a Current Report on Form 8-K with respect to the purchase of the Assets Shares in accordance with the Exchange Act, (ii) such consents, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state Securities securities (or related) Laws, laws and (iii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Platinum Presstek or Purchaser or prevent, alter or materially delay the consummation of the transactions contemplated hereby. (c) This Agreement and the Platinum Presstek Ancillary Agreements are, or when executed by Platinum Presstek and Purchaser (as applicable) and the other parties thereto will be, valid and binding obligations of Platinum Presstek and Purchaser, to the extent a party thereto, enforceable against Platinum Presstek and Purchaser, to the extent a party thereto thereto, in accordance with their respective terms, except as to the effect, if any, of (i) applicable bankruptcy and bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Presstek Ancillary Agreements will not be effective until the earlier of the Effective Time or the date provided for therein.

Power, Authorization and Non-Contravention. (a) Each Seller and each Subsidiary of Platinum and Purchaser Seller has the requisite corporate power, legal capacity and authority to to: (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased; (iii) perform its obligations under all Seller Contracts constituting Assets to which Platinum or any be purchased under Section 2.1, and (iv) upon entry of its Subsidiaries is a party or bound, the Sale Order (as defined in Section 8.1(b)) enter into and perform its obligations under this Agreement, Agreement and all agreements to which Platinum or Purchaser it is or will be a party that are required to be executed pursuant to or in connection with this Agreement (the "PLATINUM SELLER ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii) and clause (iii) of this Section 4.2 3.4 where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Platinum Seller, the Business or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Ancillary Agreements have been duly and validly approved and authorized by Platinum's Board of Directors and Purchaser's Board of Directors, as applicableAssets. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum and PurchaserSeller. The written consent of PlatinumParent, as the sole stockholder of PurchaserSeller, a certified copy of which has previously been delivered to SellerPurchaser, is sufficient for the approval, approval of the transactions contemplated hereby by Seller's stockholders and no other approval of any holder of any securities of Platinum Seller is required in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Authority or other Person Person, is required to be obtained or made by Platinum Seller or Purchaser any Subsidiary of Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for for: (i) the filing with the SEC of a Current Report on Form 8-K with respect to the purchase consents set forth in Section 3.4(b) of the Assets in accordance with the Exchange ActSeller Disclosure Schedule, (ii) such consents, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state Securities (or related) Laws, Laws and the Antitrust Filings and (iii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Seller, Platinum or Purchaser or prevent, alter or materially delay the consummation of the transactions contemplated hereby. (c) This Upon entry of the Sale Order, this Agreement and the Platinum Seller Ancillary Agreements are, or when executed and delivered by Platinum Seller and Purchaser (as applicable) Canada Sub and the other parties thereto will be, valid and binding obligations of Platinum Seller and Purchaser, Canada Sub (to the extent a party thereto, ) enforceable against Platinum Parent, Seller and Purchaser, Canada Sub (to the extent a party thereto hereto) in accordance with their respective terms, except as to the effect, if any, of (i) applicable bankruptcy and bankruptcy, insolvency, moratorium, reorganization reorganization, or other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Seller Ancillary Agreements will not be effective until the earlier of the Effective Time or the date provided for therein.

Power, Authorization and Non-Contravention. (a) Each SDK and Precision and each Subsidiary of Platinum SDK and Purchaser Precision has the right, corporate power, legal capacity and authority to to: (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased; (iii) perform its obligations under Contracts to which Platinum all SDK or any of its Subsidiaries is a party or boundPrecision Contracts, as applicable, and (iv) enter into and perform its obligations under this Agreement, Agreement and all agreements to which Platinum or Purchaser it is or will be a party that are required to be executed pursuant to or in connection with this Agreement (the "PLATINUM PRECISION ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii) and clause (iii) of this Section 4.2 3.4(a) where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Platinum SDK and/or Precision or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Ancillary Agreements have been duly and validly approved and authorized by Platinum's Board of Directors and Purchaser's Board of Directors, as applicableBusiness. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum SDK and PurchaserPrecision, including by the Boards of Directors of SDK and Precision for purposes of Chapter 156 (B) or Chapter 156 (D) (as applicable) of the Massachusetts General Laws. The written consent of Platinumthe Shareholders, as the sole stockholder holders of Purchaser100% of the issued and outstanding capital stock of SDK and Precision, a certified copy copies of which has have previously been delivered to SellerPurchaser, is sufficient for the approval, approval of the transactions contemplated hereby and no other approval of any holder of any securities of Platinum SDK or Precision is required in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Authority or other Person Person, is required to be obtained or made by Platinum SDK or Purchaser Precision or any Subsidiary of SDK or Precision in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for for: (i) the filing with the SEC of a Current Report on Form 8-K with respect to the purchase consents set forth in Section 3.4(b) of the Assets in accordance with the Exchange ActPrecision Disclosure Schedule, (ii) such consents, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state Securities securities (or related) Laws, laws and the Antitrust Filings and (iii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Platinum SDK or Precision, Presstek or Purchaser or prevent, alter or materially delay the consummation of the transactions contemplated hereby. (c) This Agreement and the Platinum Precision Ancillary Agreements are, or when executed and delivered by Platinum and Purchaser (as applicable) SDK and/or Precision and the other parties thereto will be, valid and binding obligations of Platinum the Shareholders and Purchaser, SDK or Precision (to the extent a party thereto, ) enforceable against Platinum the Shareholders and Purchaser, SDK and/or Precision (to the extent a party thereto hereto) in accordance with their respective terms, except as to the effect, if any, of (i) applicable bankruptcy and bankruptcy, insolvency, moratorium, reorganization reorganization, or other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Precision Ancillary Agreements will not be effective until the earlier of the Effective Time and the date provided for therein.

Power, Authorization and Non-Contravention. (a) Each of Platinum Broadbase and Purchaser Newco has the corporate power, legal capacity power and authority to to: (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased and in the manner in which its properties are proposed to be owned, used and leased; (iii) perform its obligations under all Contracts to which Platinum or any of its Subsidiaries it is a party or boundparty, and (iv) enter into and perform its obligations under this Agreement, and all agreements to which Platinum Broadbase or Purchaser Newco is or will be a party that are required to be executed pursuant to this Agreement (the "PLATINUM BROADBASE ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii) and (iii) of this Section 4.2 where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Platinum or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Broadbase Ancillary Agreements have been duly and validly approved and authorized by PlatinumBroadbase's Board of Directors and PurchaserNewco's Board of Directors, as applicable. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum Broadbase and PurchaserNewco, subject only to the approval and adoption of this Agreement and the approval of the Merger by Broadbase's stockholders (the "BROADBASE STOCKHOLDER APPROVAL") and the filing of the Certificate of Merger pursuant to Delaware Law. The written consent affirmative vote of Platinum, as the sole stockholder holders of Purchaser, a certified copy majority in interest of which has previously been delivered to Seller, the stock present or represented by proxy at a valid meeting of Broadbase's stockholders is sufficient for the approvalBroadbase Stockholder Approval, and no other approval of any holder of any securities of Platinum Broadbase is required in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, Order order or authorization of, or registration, declaration or filing with any Governmental Authority Entity or other Person person is required to be obtained or made by Platinum Broadbase or Purchaser Newco in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyMerger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing with the SEC of the Form S-4, the Form S-8 and the Prospectus/Proxy Statement and a Current Report on Form 8-K with respect to the purchase of the Assets Merger, each in accordance with the Securities Act and the Exchange Act, and the effectiveness of the Form S-4, (iiiii) the filing with the Nasdaq Stock Market of a Notification Form for Listing of Additional Shares with respect to the shares of Parent Common Stock issued in the Merger, (iv) such consents, approvals, Ordersorders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state Securities securities (or related) Lawslaws and the HSR Act and the securities or antitrust laws of any foreign country, and (iiiv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Platinum Broadbase or Purchaser the Surviving Corporation or prevent, alter or materially delay the consummation of the Merger or any of the other transactions contemplated hereby. (c) This Agreement and the Platinum Broadbase Ancillary Agreements are, or when executed by Platinum Broadbase and Purchaser Newco (as applicable) and the other parties thereto will be, valid and binding obligations of Platinum Broadbase and Purchaser, to the extent a party theretoNewco, enforceable against Platinum Broadbase and Purchaser, to the extent a party thereto Newco in accordance with their respective terms, except as to the effect, if any, of (i) applicable bankruptcy and insolvency, moratorium, reorganization or other similar laws affecting the rights of creditors generally and generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.injunctive

Power, Authorization and Non-Contravention. (a) Each of Platinum Fuel and Purchaser Newco has the right, corporate power, legal capacity and authority to (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased; (iii) perform its obligations under Contracts to which Platinum or any of its Subsidiaries is a party or bound, enter into and perform its obligations under this Agreement, and all agreements to which Platinum Fuel or Purchaser Newco is or will be a party that are required to be executed pursuant to this Agreement (the "PLATINUM FUEL ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii) and (iii) of this Section 4.2 where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Platinum or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Fuel Ancillary Agreements have been duly and validly approved and authorized by PlatinumFuel's Board of Directors and PurchaserNewco's Board of Directors, as applicable. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum Fuel and PurchaserNewco, subject only to the approval and adoption of this Agreement and the approval of the Merger by Newco's stockholders (the "FUEL STOCKHOLDER APPROVAL") and the filing of the Certificate of Merger pursuant to Delaware Law. The written consent of Platinum, as the sole stockholder holders of Purchaser, a certified copy majority-in-interest of which has previously been delivered to Seller, the outstanding capital stock of Newco is sufficient for the approvalFuel Stockholder Approval, and no other approval of any holder of any securities of Platinum Fuel is required in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, Order order or authorization of, or registration, declaration or filing with any Governmental Authority Entity or other Person is required to be obtained or made by Platinum Fuel or Purchaser Newco in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyMerger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing with the SEC of a Current Report on Form 8-K with respect to the purchase of the Assets Merger in accordance with the Exchange Act, (iiiii) the filing with the Nasdaq Stock Market of a Notification Form for Listing of Additional Shares with respect to the shares of Fuel Common Stock issued in the Merger, (iv) such consents, approvals, Ordersorders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state Securities securities (or related) Laws, laws and the HSR Act and (iiiv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Platinum Fuel or Purchaser the Surviving Corporation or prevent, alter or materially delay the consummation of the Merger or any of the other transactions contemplated hereby. (c) This Agreement and the Platinum Fuel Ancillary Agreements are, or when executed by Platinum Fuel and Purchaser Newco (as applicable) and the other parties thereto will be, valid and binding obligations of Platinum Fuel and Purchaser, to the extent a party theretoNewco, enforceable against Platinum Fuel and Purchaser, to the extent a party thereto Newco in accordance with their respective terms, except as to the effect, if any, of (i) applicable bankruptcy and insolvency, moratorium, reorganization or other similar laws affecting the rights of creditors generally and generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remediesremedies and (iii) the enforceability of provisions requiring indemnification; provided, however, that the Certificate of Merger and the Fuel Ancillary Agreements will not be effective until the earlier of the Effective Time or the date provided for therein.