Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.

Capitalization; Subsidiaries. (a) ZBB has duly and validly As of the close of business on July 25, 2019 (the “Parent Capitalization Date”), the authorized capital stock as set forth of Parent consisted of (i) 200,000,000 shares of Parent Common Stock, 129,513,246 of which were issued and outstanding (including 94,726 shares of Parent Common Stock in the SEC Filings form of compensatory restricted stock awards granted pursuant to a Parent Equity Plan) and in none of which were held by Parent as treasury stock, (ii) 5,000,000 shares of preferred stock, par value $0.01 per share, of Parent, no shares of which were outstanding. There are no other classes of capital stock of Parent and, except for the Articles Convertible Notes, no bonds, debentures, notes or other Indebtedness or securities of Incorporation Parent having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of ZBBcapital stock of Parent may vote authorized, as amended and as in effect as issued or outstanding. As of the Closing Date close of business on the Parent Capitalization Date, there were (A) outstanding options granted pursuant to a Parent Equity Plan relating to 2,386,978 shares of Parent Common Stock, (B) outstanding restricted stock units granted pursuant to a Parent Equity Plan relating to 3,997,723 shares of Parent Common Stock and (C) 12,197,000 shares of Parent Common Stock reserved for issuance upon conversion of the Convertible Notes due 2025 and the Convertible Notes due 2027 (together, the “Articles of IncorporationConvertible Notes”). . (b) All of the issued and outstanding shares of ZBB’s capital stock Parent Common Stock have been been, and all of the shares of Parent Common Stock that may be issued pursuant to the Convertible Notes, any Parent Equity Plan or other compensation plans of Parent will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are issued, and, along with the shares of Parent Common Stock issuable pursuant to this Agreement, are, or will be when issued, fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and preemptive rights. All of the outstanding Parent Common Stock has been sold pursuant to an effective registration statement filed under the federal securities law and Laws or an appropriate exemption therefrom. (c) Other than (1) issuances of shares of Parent Common Stock pursuant to the exercise or settlement, as applicable, of awards outstanding under any rights Parent Equity Plan as of third parties. Except as described the close of business on the Parent Capitalization Date or under other compensation plans of Parent in accordance with their terms, (2) the grant or issuance of awards under any Parent Equity Plan or other compensation plan of Parent since the Parent Capitalization Date in the SEC Filingsordinary course of business, all as of the issued date of this Agreement and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid(3) the Convertible Notes, nonassessable and free of pre-emptive rights, were issued other than as set forth in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC FilingsSection 4.2(a), there are no outstanding (i) existing options, warrants, optionscalls, preemptive rights, subscriptions or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities securities, agreements, arrangements or other rights, agreements or arrangements commitments of any character under which ZBB kind obligating Parent or any of its Subsidiaries is to issue, transfer, register or may sell, or cause to be obligated to issue issued, transferred, registered or sold, any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity or voting securities or other equity interests of each Subsidiary have been duly and validly Parent or securities convertible into or exchangeable for such shares or other equity or voting securities or other equity interests of Parent, or obligating Parent to grant, extend or enter into such options, warrants, calls, preemptive, subscriptions or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity or voting securities or other equity interests of Parent or any securities representing the right to purchase or otherwise receive any capital stock of or other equity or voting securities or other equity interests of the Parent, (iii) stockholder agreements, voting trusts or similar agreements with any Person to which Parent or any of its Subsidiaries is party, including any such agreements or trusts (A) restricting the transfer of the capital stock or other equity interests of Parent or (B) affecting the voting rights of capital stock of Parent or other equity or voting securities or other equity interests of Parent, or (iv) outstanding or authorized and issuedequity or equity-based compensation awards, are fully paid and nonincluding any equity appreciation rights, security-assessable andbased performance units, except as otherwise described in the SEC Filings“phantom” stock, are owned directly profit-participation or other security rights issued by ZBB Parent, or through its wholly owned Subsidiariesother agreements, free and clear of all liens, encumbrances, equities arrangements or claims. There is no outstanding option, right or agreement commitments of any kind relating character (contingent or otherwise) to which Parent or any of its Subsidiaries is party, in each case pursuant to which any Person is entitled to receive any payment from Parent based in whole or in part on the issuance, sale or transfer value of any capital stock or other equity or voting securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of Parent. (d) All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has no outstanding options, warrants, rights or any Subsidiary was issued in violation of other agreements pursuant to which any preemptive or Person other rights to subscribe for or to purchase or than Parent may acquire any securities equity security of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entityMerger Sub.

Capitalization; Subsidiaries. (a) ZBB has duly and validly As of the close of business on August 8, 2019, the authorized capital stock of Parent consists of (i) 200,000,000 shares of Parent Common Stock, 19,549,618 of which were issued and outstanding and none of which were held by Parent as set forth in the SEC Filings treasury stock, and in the Articles (ii) 10,000 shares of Incorporation preferred stock of ZBBParent, as amended and as in effect as par value $0.001 per share, none of which were outstanding. As of the Closing Date (close of business on August 8, 2019, the “Articles authorized capital stock of Incorporation”)Acquisition Sub consists of 1,000 shares of common stock, $0.001 par value per share, 100 of which were issued and outstanding. Acquisition Sub does not have any Subsidiaries and has no shares of preferred stock authorized, issued or outstanding. All of the issued and outstanding shares of ZBB’s Parent Common Stock have been duly authorized and validly issued and are or will be when issued fully paid, nonassessable and free of preemptive rights. (b) As of the date of this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party obligating Parent or any of its Subsidiaries (including Acquisition Sub) to issue, transfer or sell any shares of capital stock have been or other equity interest in Parent or any of its Subsidiaries (including Acquisition Sub) or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of Parent or any of its Subsidiaries (including Acquisition Sub) to repurchase, redeem or otherwise acquire any capital stock of Parent or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of Parent or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, Parent or any of its Subsidiaries (including Acquisition Sub) or (iv) voting trusts or similar agreements to which Parent is a party with respect to the voting of the capital stock of Parent. (c) Each Subsidiary of Parent (including Acquisition Sub) on the date hereof is listed on Section 4.2(c) of the Parent Disclosure Letter. Except as set forth on Section 4.2(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary (including Acquisition Sub), free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive preemptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.

Capitalization; Subsidiaries. (a) ZBB has duly and validly As of the close of business on July 29, 2019, the authorized capital stock of Parent consists of (i) 100,000,000 shares of Parent Common Stock, 37,356,061 of which were issued and outstanding and 194,859 of which were held by Parent as treasury stock, and (ii) 5,000,000 shares of preferred stock of Parent, par value $0.01 per share, none of which were outstanding. As of the close of business on July 29, 2019, the authorized capital stock of Acquisition Sub consists of (i) 100 shares of common stock, $0.001 par value per share, 100 of which were issued and outstanding. Acquisition Sub does not have any Subsidiaries and has no shares of preferred stock authorized, issued or outstanding. (b) As of the date of this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party obligating Parent or any of its Subsidiaries (including Acquisition Sub) to issue, transfer or sell any shares of capital stock or other equity interest in Parent or any of its Subsidiaries (including Acquisition Sub) or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of Parent or any of its Subsidiaries (including Acquisition Sub) to repurchase, redeem or otherwise acquire any capital stock of Parent or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, Parent or any of its Subsidiaries (including Acquisition Sub) or (iv) voting trusts or similar agreements to which Parent is a party with respect to the voting of the capital stock of Parent. (c) Each Subsidiary of Parent (including Acquisition Sub) on the date of this Agreement is listed on Section 4.2(c) of the Parent Disclosure Letter. Except as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as on Section 4.2(c) of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paidParent Disclosure Letter, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC FilingsParent owns, directly or indirectly, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidcompany, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance partnership or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary corporate (as applicable) ownership interests in each such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission Subsidiary (the “SEC”including Acquisition Sub)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity Liens except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entityPermitted Liens.

Capitalization; Subsidiaries. (a) ZBB has duly and validly As of the close of business on September 20, 2021, the authorized capital stock of Parent consisted of 150,000,000 shares of Parent Common Stock, 65,316,085 of which were issued and outstanding and none of which were held by Parent as set forth in the SEC Filings and in the Articles treasury stock. Parent does not have any shares of Incorporation of ZBBpreferred stock authorized, as amended and as in effect as issued or outstanding. As of the Closing Date close of business on September 20, 2021, the authorized capital stock of Acquisition Sub consisted of 100 shares of common stock, $0.01 par value per share, 100 of which were issued and outstanding. Acquisition Sub does not have any Subsidiaries and has no shares of preferred stock authorized, issued or outstanding. (the “Articles of Incorporation”). b) All of the issued and outstanding shares of ZBB’s capital stock Parent Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and preemptive rights. All of the Parent Common Stock has been sold pursuant to an effective registration statement filed under the federal securities law Laws or an appropriate exemption therefrom and in accordance with the Investment Company Act. (c) As of the date of this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party obligating Parent or any of its Subsidiaries (including Acquisition Sub) to issue, transfer or sell any shares of capital stock or other equity interest in Parent or any of its Subsidiaries (including Acquisition Sub) or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of Parent or any of its Subsidiaries (including Acquisition Sub) to repurchase, redeem or otherwise acquire any capital stock of Parent or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive capital stock of Parent or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, Parent or any of third partiesits Subsidiaries (including Acquisition Sub) or (iv) voting trusts or similar agreements to which Parent is a party with respect to the voting of the capital stock of Parent. (d) Each Subsidiary of Parent (including Acquisition Sub) on the date hereof is listed on Section 4.2(d) of the Parent Disclosure Letter. Except as described in set forth on Section 4.2(d) of the SEC FilingsParent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding shares company, partnership or corporate (as applicable) ownership interests in each such Subsidiary (including Acquisition Sub), free and clear of capital stock all Liens except for Permitted Liens, and all of each Subsidiary have been such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive preemptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.

Capitalization; Subsidiaries. (a) ZBB has duly and validly As of the close of business on May 16, 2024 (the “Parent Capitalization Date”), the authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date Parent consisted of 100,000,000 shares of Parent Common Stock, and 26,456,751 of which were issued and outstanding. There are no other classes of capital stock of Parent and no bonds, debentures, notes, or other Indebtedness or securities of the Parent having the right to vote (or convertible into or exercisable for securities having the “Articles right to vote) on any matters on which holders of Incorporation”)capital stock of the Parent may vote authorized, issued, or outstanding. As of the close of business on the Parent Capitalization Date, there were outstanding options and warrants relating to 3,450,000 shares of Parent Common Stock. (b) All of the issued and outstanding shares of ZBB’s capital stock Parent Common Stock have been been, and all of the shares of Parent Common Stock that are required to be issued pursuant to this Agreement or any related agreements may be issued pursuant to the Parent Equity Awards or other compensation plans of the Parent will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are are, or will be when issued, fully paid, nonassessable nonassessable, and free of pre-emptive rights and were issued preemptive rights. (c) As of the date of this Agreement, other than (i) issuances of shares of Parent Common Stock pursuant to the exercise or settlement, as applicable, of the Parent equity awards outstanding as of the close of business on the Parent Capitalization Date or under other compensation plans of the Parent in full compliance accordance with applicable state and federal securities law and any rights their terms, (ii) the grant or issuance of third parties. Except as described equity awards of the Parent since the Parent Capitalization Date in the SEC Filingsordinary course of business, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued or (iii) as set forth in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC FilingsSection 5.2(a), there are no outstanding (A) existing options, warrants, optionscalls, preemptive rights, subscriptions, or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities or other rightssecurities, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreementsarrangements, option or right of first purchase agreements or other agreements commitments of any kind among ZBB and obligating the Parent to issue, transfer, register, or sell, or cause to be issued, transferred, registered, or sold, any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity or voting securities or other equity interests of each Subsidiary have been duly and validly the Parent or securities convertible into or exchangeable for such shares or other equity or voting securities or other equity interests, or obligating the Parent to grant, extend, or enter into such options, warrants, calls, preemptive, subscriptions, or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements, or commitments, (B) outstanding obligations of the Parent to repurchase, redeem, or otherwise acquire any capital stock or other equity or voting securities or other equity interests of the Parent or any securities representing the right to purchase or otherwise receive any capital stock or other equity or voting securities or other equity interests of the Parent, (C) shareholder agreements, voting trusts, or similar agreements with any Person to which the Parent is a party either (1) restricting the transfer of the capital stock or other equity or voting interests of the Parent or (2) affecting the voting rights of capital stock or other equity or voting securities or other equity interests of the Parent, or (D) outstanding or authorized and issuedequity or equity-based compensation awards, are fully paid and nonincluding any equity appreciation rights, security-assessable andbased performance units, except as otherwise described in “phantom” stock, profit-participation, or other security rights issued by the SEC FilingsParent, are owned directly by ZBB or through its wholly owned Subsidiariesother agreements, free and clear of all liensarrangements, encumbrances, equities or claims. There is no outstanding option, right or agreement commitments of any kind relating character (contingent or otherwise) to which the issuanceParent is party, sale in each case pursuant to which any Person is entitled to receive any payment from the Parent based, in whole or transfer in part, on the value of any capital stock or other equity or voting securities or other equity interests of the Subsidiaries to any person or entity except ZBBParent. (d) All of the issued and outstanding capital stock of the Merger Sub is, and at Merger Effective Time will be, owned, directly or indirectly, by the Parent. The Merger Sub has no outstanding options, warrants, rights, or any other agreements pursuant to which any Person other than the Parent may acquire any equity security of the Merger Sub. Except as would not be material to the Parent and its Subsidiaries, taken as a whole, none of the outstanding Parent or any of its Subsidiaries has any obligation or has made any commitment to acquire any shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or voting securities or other rights to subscribe for equity interests in any Person or to purchase provide funds to or acquire make any securities investment (in the form of a loan, capital contribution or otherwise) in any Person. (e) The number of shares of authorized Parent Common Stock that have not been issued, subscribed for, or otherwise committed to be issued is at least equal to the number of shares of Parent Common Stock to be issued pursuant to the transactions contemplated by this Agreement. (f) Schedule 5.2(f) accurately sets forth the name, type of entity, and jurisdiction of organization of each Subsidiary of the SubsidiariesParent. Except for the Subsidiariesas set forth on Schedule 5.2(f), ZBB owns no beneficial interestall shares of Capital Stock of each Subsidiary (i) are owned, directly or indirectly, by the Parent, free and clear of all Security Interests (other than Permitted Exceptions); (ii) are duly authorized and validly issued; and (iii) were issued in compliance with Applicable Law and any corporationpreemptive or similar rights. There are no options, partnershipwarrants, joint venture puts, calls, rights, convertible, or other business entityexchangeable securities, “phantom” unit rights, unit appreciation rights, unit-based performance units, commitments, contracts, arrangements, or undertakings of any kind to which any Subsidiary is a party or by which it is bound (i) obligating such Subsidiary to issue, deliver, transfer, or sell, or cause to be issued, delivered, transferred, or sold, additional shares of capital stock of such Subsidiary, or (ii) entitling any Person to any economic benefit based, directly or indirectly, on the value or price of any of the foregoing. No Subsidiary is or at any time has been insolvent within the meaning of Applicable Law.

Capitalization; Subsidiaries. (ai) ZBB The Company has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBBthe Company, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBBthe Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBBthe Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBBthe Company. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by the Purchase Agreements, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB the Company and any of the securityholders of ZBB the Company relating to the securities of ZBB the Company held by them. Except as described in the SEC Filings, no Person has the right to require the Company to register any securities of the Company under the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1933 Act”), whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB the Company to issue shares of Common Stock or other securities to any other Person (other than the PurchasersInvestors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB the Company does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB the Company upon the occurrence of certain events. (bii) ZBB The Company has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)Commission) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB the Company or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBBthe Company, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB the Company owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.

Capitalization; Subsidiaries. (a) ZBB The Seller has duly good and validly authorized capital stock as set forth in the SEC Filings valid title to, holds of record and in the Articles of Incorporation of ZBB, as amended and as in effect as owns beneficially all of the Closing Date Company Interests free and clear of any Encumbrances, other than (i) restrictions on transfer that may be imposed by federal or state securities Laws, (ii) encumbrances that arise out of any actions taken by or on behalf of the “Articles of Incorporation”)Purchaser or its Affiliates, or (iii) Permitted Encumbrances. All of the issued and outstanding shares of ZBB’s capital stock Company Interests have been duly authorized and authorized, validly issued and are fully paid, paid and nonassessable and free are not subject to any voting trusts or similar pledge agreements. The Company Interests and the one unit of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC FilingsClass B membership units held by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commodities, Inc. constitute all of the issued and outstanding shares membership interests of capital stock the Company and no membership interests of each Subsidiary have been duly authorized and validly issued and the Company are fully paid, nonassessable and free held in treasury. Section 4.2 of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described the Seller Disclosure Letter sets forth the equity interests held in the SEC FilingsCompany. (a) One or more Subject Companies has good and valid title to, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities holds of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB record and any owns beneficially all of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described outstanding membership interests in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person each Retail Subsidiary (other than the PurchasersIT Trust and the Trademark Trust) free and will not result in the adjustment clear of any Encumbrances, other than (i) restrictions on transfer that may be imposed by federal or state securities Laws, (ii) encumbrances that arise out of any actions taken by or on behalf of the exercisePurchaser or its Affiliates, conversionor (iii) Permitted Encumbrances. All of the membership interests of each Retail Subsidiary are validly issued, exchange or reset price fully paid and nonassessable. No membership interests of any outstanding securityRetail Subsidiary are held in treasury. Except as described Section 4.2(a) of the Seller Disclosure Letter sets forth the equity interests held in each Retail Subsidiary, REST and RETR. The Seller and a Subject Company each owns 50% of the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity beneficial trust interest in ZBB upon each of the occurrence IT Trust and, subject to Section 7.11, the Trademark Trust, free and clear of certain eventsany Encumbrances, other than (i) restrictions on transfer that may be imposed by federal or state securities Laws, (ii) encumbrances that arise out of any actions taken by or on behalf of the Purchaser or its Affiliates, (iii) with respect to the Seller’s 50% beneficial trust interest, the Encumbrances referred to in Section 4.2 of the Seller Disclosure Schedule or (iv) Permitted Encumbrances. (b) ZBB has There are no significant subsidiary (as such term is defined in Rule 1-02(w) options, warrants, calls, rights, purchase options, rights of Regulation S-X promulgated by first refusal, rights of first offer, commitments or agreements of any character to which the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All Seller or any of the issued and outstanding shares of capital stock Subject Companies, REST, or other equity interests of each Subsidiary have been duly and validly authorized and RETR is a party or by which it is bound obligating the Seller or any Subject Company to issue, deliver or sell, or cause to be issued, are fully paid and non-assessable anddelivered or sold, except as otherwise described in the SEC Filingsany new or existing membership, are owned directly by ZBB partnership or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation Subject Company or obligating the Seller or any Subject Company to grant, extend or enter into any such option, warrant, call, right, commitment, purchase option, right of any preemptive first refusal, right of first offer, or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. agreement. (c) Except for the Retail Subsidiaries, ZBB owns the IT Trust and the Trademark Trust, there are no beneficial interestother corporations, directly or indirectly, in any corporation, partnershippartnerships, joint venture ventures, associations or other business entityentities in which any Subject Company, REST, or RETR owns, of record or beneficially, any direct or indirect equity interest or any right (contingent or otherwise) to acquire the same.

Capitalization; Subsidiaries. (a1) ZBB has duly and validly The entire authorized capital stock of Mallard consists of 100,000 shares of common stock, par value $.01 per share ("Mallard Common Stock"), of which 33,000 shares are issued and outstanding. All of the issued and outstanding shares of Mallard Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Except as set forth in Schedule 2(d), all outstanding shares of Mallard Common Stock are owned by EVI, and are free and clear of any Security Interests, options, warrants, calls, purchase rights, conversion rights, exchange rights, trusts, voting trusts or other contracts or commitments relating to any capital stock or other security of Mallard (other than this Agreement). There are no outstanding or authorized options, warrants, purchase rights, conversion rights, exchange rights, trusts, voting trusts or other contracts or commitments that could require Mallard to issue, sell, or otherwise cause to become outstanding any shares of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Mallard's capital stock, and there are no voting trusts, proxies, or other agreements or understandings with respect to the SEC Filings voting of Mallard's capital stock. (2) Schedule 2(d) lists (i) each subsidiary of Mallard, (ii) the authorized and issued and outstanding capital stock of each subsidiary of Mallard ("Mallard Subsidiary Common Stock") and (iii) each other entity in which Mallard owns an equity interest, including the Articles nature and amount of Incorporation of ZBB, as amended and as in effect as of the Closing Date such interest (the “Articles of Incorporation”"Other Equity Interests"). All of the issued and outstanding shares of ZBB’s capital stock Mallard Subsidiary Common Stock have been duly authorized and are validly issued issued, fully paid and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third partiesnonassessable. Except as described set forth in the SEC FilingsSchedule 2(d), all of the issued and outstanding shares of capital stock of each Mallard Subsidiary have been duly authorized Common Stock and validly issued all Other Equity Interests are owned, directly or indirectly, by Mallard, and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liensSecurity Interests, encumbrancesoptions, equities warrants, calls, purchase rights, conversion rights, exchange rights, trusts, voting trusts or claims. There is no outstanding option, right other contracts or agreement of any kind commitments relating to the issuance, sale or transfer of any capital stock or other equity securities security of such subsidiary. There are no outstanding or authorized options, warrants, purchase rights, conversion rights, exchange rights, trusts, voting trusts or other contracts or commitments that could require any subsidiary of Mallard to issue, sell, or otherwise cause to become outstanding any of shares of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the capital stock of any subsidiary of Mallard and there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation subsidiary of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entityMallard.

Capitalization; Subsidiaries. (a) ZBB Sellers are the sole beneficial and record owner of, and have good and marketable title to, the Company Stock, free and clear of all Liens, and ▇▇▇▇▇ is the sole beneficial and record owner of, and has duly good and validly authorized capital stock as set forth marketable title to, all of the membership interests in Marine Ventures LLC. Upon the SEC Filings and in delivery to Buyer of the Articles of Incorporation of ZBBAcquired Equity at the Initial Closing or Subsequent Closing, as amended applicable, as provided for in this Agreement, Sellers will convey to Buyer good and as in effect valid title to the Acquired Equity, free and clear of all Liens. Schedule 3.6(a) sets forth the entire authorized Equity Securities of each Target Entity and a complete and correct list as of the Closing Date (the “Articles of Incorporation”). All date hereof of the issued and outstanding shares Equity Securities of ZBB’s capital stock each Target Entity, including the name of the record and beneficial owner thereof and the number and type of Equity Securities held thereby. All of the outstanding Equity Securities of each Target Entity are owned free and clear of all Liens, have been duly authorized and validly issued and issued, and, if applicable, are fully paidpaid and non-assessable, nonassessable were offered, issued, sold and free delivered in compliance with all applicable Laws governing the issuance of pre-emptive rights such securities and were not issued in full compliance with applicable state and federal securities law and violation of any preemptive rights, subscription rights or rights of third partiesfirst refusal. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filingsset forth on Schedule 3.6(a), there are no outstanding warrants, Contracts (including any options, convertible securities warrants or other rightssimilar agreements) obligating any Target Entity to issue or sell any Equity Securities or make any investments (including any loans) in any Person, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is obligation, agreement, option, warrant, right, call, convertible securities, understanding, arrangement or may be obligated commitment to issue invest, or acquire securities, in any equity securities of any kindPerson. Except as described set forth on Schedule 3.6(a), no Target Entity has any Subsidiaries nor owns any Equity Securities in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsan Acquired Company). (b) ZBB has Except as set forth on Schedule 3.6(b), no significant subsidiary Target Entity is party to any stockholder agreement or other similar agreement with respect to the voting or transfer of any of its Equity Securities. (c) Except as such term set forth on Schedule 3.6(c) there are no (A) preemptive rights, subscription rights or rights of first refusal, options, warrants, conversion rights, stock appreciation rights, redemption rights, purchase or repurchase rights, exchange rights agreements, puts, calls or Contracts to which any Target Entity is defined in Rule 1-02(w) of Regulation S-X promulgated a party or by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the which any Acquired Company is bound that obligate any Target Entity to issue, sell, repurchase, redeem or otherwise acquire or cause to become issued and outstanding any shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement securities of any kind relating Target Entity or equity appreciation, phantom equity or profit participation with respect to any of the issuanceAcquired Companies, sale (B) shares of restricted stock or transfer of other equity or equity-related compensation with respect to any capital stock or other equity securities of any Target Entity, or other rights that are linked to the Subsidiaries to value of any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any Acquired Company, or (C) declared or accrued but unpaid dividends with respect to any shares of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly Target Entity’s capital stock (or indirectly, in any corporation, partnership, joint venture or other business entityequivalent Equity Security).

Capitalization; Subsidiaries. (a) ZBB has duly and validly The authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date Company consists of one thousand (the “Articles 1,000) shares of Incorporation”). All common stock, par value $0.01 per share, all of the which are issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued fully paid and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filingsnonassessable. All of the issued and outstanding shares of capital stock of the Company are, and at the Closing will be, owned beneficially and of record by Seller, free and clear of all Liens other than Liens under the Securities Act and applicable state securities Laws and Permitted Liens, other than for Liens pursuant to Credit Facility that shall be discharged at or prior to Closing. (b) Schedule 3.04(b) sets forth the name of each Company Subsidiary, the number and class of all authorized, issued and outstanding shares of capital stock and other equity interests of each Company Subsidiary have been and the owner(s) of record of such outstanding capital stock and other equity interests. All of the outstanding equity interests in each Company Subsidiary are owned beneficially and of record, directly by the Company or another Company Subsidiary wholly owned by the Company, free and clear of all Liens other than Liens under the Securities Act and applicable state securities Laws and Permitted Liens, other than for Liens pursuant to the Credit Facility that shall be discharged at or prior to Closing. All such equity interests are duly and authorized, validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries not subject to any person contractual or entity except ZBBstatutory preemptive or similar rights or any agreements to issue any preemptive rights. (c) Except for the contemplated 2013 Equity Incentive Plan (as to be adopted in accordance herewith), and none of the outstanding there are (x) no other shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any voting securities of any Target Company, (y) no securities of the Subsidiaries. Except any Target Company convertible into or exchangeable for the Subsidiariesshares of capital stock, ZBB owns other equity interests or voting securities of any Target Company and (z) no beneficial interestoutstanding or authorized options, directly or indirectlywarrants, in any corporationpurchase rights, partnershipsubscription rights, joint venture rights of first refusal, preemptive rights, conversion rights, exchange rights or other business entitycontracts or commitments that could require any Target Company to issue, sell, or otherwise cause to become outstanding any of its capital stock or equity interests. No Target Company has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any Target Company or any repurchase, redemption or other obligation to acquire for value any shares of any class of capital stock or equity interests of any Target Company. No employee of any Target Company holds any capital stock, membership interests, options, phantom stock, profit participation, equity interests or similar rights with respect to Guarantor or any of its Affiliates.

Capitalization; Subsidiaries. (a) ZBB has duly The issued and validly authorized capital stock as outstanding Membership Units of Helix, including the holders thereof, is set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 3.05(a) of the Closing Date (Disclosure Schedule. The Sellers own all such Membership Units, which comprise the “Articles of Incorporation”). All of the only issued and outstanding shares equity securities of ZBB’s capital stock Helix, free and clear of any Liens. All outstanding equity securities of Helix have been duly authorized and validly issued and are fully paid, nonassessable paid and free nonassessable. There are no equity securities of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third partiesHelix that remain subject to vesting or forfeiture restrictions. Except as described otherwise set forth in the SEC Filings, all Section 3.05(a) of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC FilingsDisclosure Schedule, there are no outstanding warrants, options, convertible (i) equity securities or voting securities of Helix , (ii) securities of Helix convertible into or exchangeable for equity securities or voting securities of Helix, or (iii) options or other rightsrights to acquire from Helix, agreements or arrangements other obligations of any character under which ZBB or any of its Subsidiaries is or may be obligated Helix to issue issue, any equity securities, voting securities or securities convertible into or exchangeable for equity securities or voting securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsHelix. (b) ZBB All outstanding equity securities of Helix have been issued and granted in material compliance with (i) all applicable securities laws and other Applicable Laws and (ii) all requirements set forth in applicable Contracts. (c) Helix has never repurchased, redeemed or otherwise reacquired any of their securities and there are no significant subsidiary outstanding rights or obligations of Helix to repurchase or redeem any of their securities. (as such term is defined in Rule 1-02(wd) Section 3.05(d) of Regulation S-X promulgated the Disclosure Schedule lists for each Subsidiary of Helix, the percentage of equity securities owned or controlled, directly or indirectly by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All Helix as of the issued and date hereof. No Acquired Company has or is bound by any outstanding shares subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold, any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements. There are no outstanding contractual obligations of any Subsidiary of Helix to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests interests. All of the shares of capital of each Subsidiary have been duly and of the Subsidiaries of Helix are validly authorized and issued, are fully paid (to the extent required under the applicable governing documents) and non-assessable and, except as otherwise described in the SEC Filings, nonassessable and are owned directly by ZBB Helix or through its wholly owned Subsidiariesa Subsidiary of Helix, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entityLiens.

Capitalization; Subsidiaries. (a) ZBB has duly and validly The authorized capital stock as set forth in the SEC Filings of Buyer Parent consists of an unlimited number of no par value shares of any class. As of June 30, 2020, there were outstanding 387,335,119 shares of Buyer Parent Common Stock and in the Articles no shares of Incorporation of ZBBpreferred stock (collectively, as amended and as in effect as of the Closing Date (the “Articles of IncorporationBuyer Parent Equity Securities”). All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been Buyer Parent are duly authorized authorized, validly issued, fully paid and validly non-assessable and were not issued and are fully paid, nonassessable and free in violation of any pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive first refusal or similar statutory rights created by Applicable Law, the Governing Documents of Buyer Parent or contractual rights with respect any Contract to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB Buyer Parent or any of its Subsidiaries is or may be obligated to issue any equity securities of any kindwas bound and have no unsatisfied capital commitments in respect thereof, as applicable. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right for Subsidiaries of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC FilingsBuyer Parent, the issuance and sale of the Shares pursuant Buyer Parent does not own, directly or indirectly, or have any obligation to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to acquire, any other Equity Securities in any Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsEquity Securities held for short term investments for cash management purposes). (b) ZBB has no significant subsidiary All material Subsidiaries of the Buyer Parent and their respective jurisdictions of organization are identified in the Buyer SEC Documents. Each of Buyer Parent’s Subsidiaries is wholly owned by Buyer Parent or one of its Subsidiaries, free and clear of any Lien (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the generally applicable transfer restrictions under applicable securities laws), and all of such Equity Securities in each of such Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been are duly and authorized, validly authorized and issued, are fully paid and non-assessable andand were not issued in violation of any pre-emptive rights, except rights of first refusal or similar rights created by Applicable Law, the Governing Documents of the Subsidiaries or any Contract to which any such Subsidiary is a party and have no unsatisfied capital commitments in respect thereof, as otherwise described in applicable. (c) As of the SEC Filingsdate hereof, other than the Buyer Parent Equity Securities, (i) there are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding optionoptions, right rights (preemptive or agreement otherwise), warrants, calls, convertible securities or commitments or any other agreements or arrangements to which Buyer Parent or any of any kind relating to its Subsidiaries is a party requiring the issuance, sale or transfer of any capital stock Equity Securities of Buyer Parent or other equity securities any of the Subsidiaries to any person its Subsidiaries, or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interestconvertible, directly or indirectly, into Equity Securities of Buyer Parent or any of its Subsidiaries, or evidencing the right to subscribe for any Equity Securities of Buyer Parent or any of its Subsidiaries, or giving any Person (other than Seller and Buyers) any rights with respect to any Equity Securities of Buyer Parent or any of its Subsidiaries and (ii) there are no instruments that otherwise give any Person the right to receive any profits of Buyer Parent or any of its Subsidiaries or any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Equity Securities of Buyer Parent and its Subsidiaries (to the extent made to such Person’s equityholders in respect of their equity interests); provided that in respect of options, restricted stock units and performance stock units granted pursuant to any corporationBuyer Employee Plan the representations contained in this Section 4.04(c) shall be made only as of May 15, partnership2020. (d) Except for the Existing Shareholders Agreement, joint venture Buyer Parent and its Subsidiaries are not a party to, or otherwise bound by, any voting trusts, voting agreements, proxies, equityholder agreements or other business entityagreements that may affect the voting or transfer of the Buyer Parent Equity Securities or any Equity Securities of Buyer Parent’s Subsidiaries. There are no outstanding agreements or obligations of Buyer Parent or any of its Subsidiaries (contingent or otherwise) to repurchase, redeem or otherwise acquire any Equity Securities of Buyer Parent or any of its Subsidiaries.

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock as set Schedule I sets forth in the SEC Filings and in the Articles a list of Incorporation of ZBB, as amended and as in effect as all of the Closing Date (the “Articles of Incorporation”). All of the authorized, issued and outstanding shares Equity Securities of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third partieseach Acquired Company. Except as described in The Acquired Company Securities set forth on Schedule I constitute the SEC Filings, all only outstanding Equity Securities of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC FilingsAcquired Companies. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been Acquired Company Securities are duly and authorized, validly authorized and issued, are fully paid and non-assessable and(if applicable) and were not issued in violation of any pre-emptive rights, except rights of first refusal or similar rights created by Applicable Law, the Governing Documents of the Acquired Companies or any Contract to which any Acquired Company is or was bound and have no unsatisfied capital commitments in respect thereof, as otherwise described applicable. Except for Subsidiaries of the Acquired Companies, the Acquired Companies do not own, directly or indirectly, or have any obligation to acquire, any Equity Securities in any Person (other than Equity Securities held for short term investments for cash management purposes). (b) All Subsidiaries of the SEC FilingsAcquired Companies and their respective jurisdictions of organization are identified on Section 3.04(b) of the Seller Disclosure Schedules. Except as set forth in Section 3.04(b) of the Seller Disclosure Schedules, are owned directly by ZBB or through its each Acquired Company’s Subsidiaries is wholly owned by an Acquired Company or one of the Acquired Company’s Subsidiaries, free and clear of any Lien (other than generally applicable transfer restrictions under applicable securities laws), and all liensof the Equity Securities in each of such Subsidiaries are duly authorized, encumbrancesvalidly issued, equities fully paid and non-assessable (if applicable) and were not issued in violation of any pre-emptive rights, rights of first refusal or claims. There similar rights created by Applicable Law, the Governing Documents of the Acquired Company Entities or any Contract to which any Acquired Company Entity is a party and have no unsatisfied capital commitments in respect thereof, as applicable. (c) Except for the Acquired Company Securities or this Agreement, (i) there are no outstanding optionoptions, right rights (preemptive or agreement of otherwise), warrants, calls, convertible securities or commitments or any kind relating other agreements or arrangements to which any Acquired Company Entity is a party requiring the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests Equity Securities of any Subsidiary was issued in violation of any preemptive Acquired Company Entity, or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interestconvertible, directly or indirectly, into Equity Securities of an Acquired Company Entity, or evidencing the right to subscribe for any Equity Securities of any Acquired Company or any of its Subsidiaries, or giving any Person (other than the Buyer Parties) any rights with respect to any Equity Securities of any Acquired Company Entity and (ii) there are no instruments that otherwise give any Person the right to receive any profits of any Acquired Company Entity or any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Equity Securities of the Acquired Company Entities (to the extent made to such Person’s equityholders in respect of their equity interests). (d) The Acquired Company Entities are not a party to, or otherwise bound by, any corporationvoting trusts, partnershipvoting agreements, joint venture proxies, equityholder agreements or other business entityagreements that may affect the voting or transfer of the Acquired Company Securities or the Equity Securities of any other Acquired Company Entities. There are no outstanding agreements or obligations of any Acquired Company Entity (contingent or otherwise) to repurchase, redeem or otherwise acquire any Equity Securities of any Acquired Company Entity.

Capitalization; Subsidiaries. Schedule 3.3 correctly sets forth as to Borrower its name, the jurisdiction of its incorporation, its authorized, issued and outstanding capital stock, and any options, warrants or other rights with respect to such capital stock, the total number of such person(s) (aand, on thirty days prior request of Lender at any time during the term of the Credit Facility, Borrower will provide the name of such person(s) ZBB has duly and validly authorized if more than one the name of each such Person) owning or holding, or owning any rights to acquire, rights to acquire any common stock or other capital stock of the percentage of its common stock and/or other class of capital stock or any partnership interest in, which is owned directly or indirectly by each such person and sets forth each limited partnership in which Borrower is a limited partner and the percentage of its interest therein. Except as set forth on Schedule 3.3, Borrower has no Subsidiaries, and neither Borrower nor any Subsidiary of such Borrower owns any shares of capital stock or any general or limited partnership interest in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”)any other Person. All of the issued and outstanding shares of ZBB’s capital stock of Borrower and each Subsidiary of Borrower are validly existing, fully paid and non-assessable, and the issuance and sale thereof have been duly authorized made in compliance with, in all material respects, applicable federal and validly issued and are fully paidstate securities laws, nonassessable and free and, with the exception of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described Dorotech, S. A. in the SEC Filings, all case of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidof either Borrower, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, Borrower free and clear of all any liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock encumbrances or other equity securities restrictions. Each Subsidiary of a Borrower is a corporation duly organized, validly existing and in good standing under the laws of the Subsidiaries jurisdiction of its incorporation and has the necessary power and authority to any person carry on its business as now conducted or entity except ZBB, as proposed to be conducted as contemplated herein and none to execute and deliver the Loan Documents executed and delivered by it and to perform all of its obligations and the transactions contemplated thereby under each and all of the outstanding shares of capital stock or other equity interests of any foregoing. Each Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for Borrower is duly qualified and in good standing as a foreign corporation and is duly authorized to do business in each jurisdiction listed on Schedule 3.1, which jurisdictions are the Subsidiariesonly jurisdictions in which the character of the properties owned or leased by such Subsidiary, ZBB owns no beneficial interestas the case may be, directly or indirectly, in any corporation, partnership, joint venture the business conducted or other business entityproposed to be conducted by it makes such qualification necessary.

Capitalization; Subsidiaries. (ai) ZBB has duly and validly The entire authorized capital stock of the Company is as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsDisclosure Schedule. (bii) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock stock, partnership interests, joint venture interests or other outstanding equity interests of any nature in each Subsidiary have been duly of the Company (the "Subsidiary Interests") are owned of record and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described beneficially held by the Persons listed in the SEC Filings, are owned directly by ZBB or through its wholly owned SubsidiariesDisclosure Schedule, free and clear of all liens, encumbrances, equities or claimsany Liens. There is are no outstanding optioncontracts, right demands, commitments, or agreement other agreements or arrangements under which any holder of Subsidiary Interests is or may become obliged to sell, transfer or assign any Subsidiary Interests, except as disclosed in the Disclosure Schedule. There are no Persons with any claims or rights to any Subsidiary Interests, except as disclosed in the Disclosure Schedule. (iii) All of the issued and outstanding Company Shares and Subsidiary Interests have been duly authorized and are validly issued, fully paid, and nonassessable and were authorized, offered, issued and sold in accordance with all applicable securities and other laws and all rights of stockholders and other Persons. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments pursuant to which any Person may acquire (or upon exercise of any kind relating to the issuance, sale or transfer of right may acquire) any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or equity interest in the Company or any of its Subsidiaries, except for options to acquire no more than 472,017 Company Shares at an average exercise price of $3.49 pursuant to the Employee Stock Option Plans, true and correct copies of which have been delivered to the Buyer. There are no outstanding or authorized stock or equity appreciation, phantom stock or equity, profit participation, or similar rights with respect to the Company or any of its Subsidiaries. The Persons listed on Exhibit I hold no such options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other equity interests contracts or commitments pursuant to which any such Persons may acquire (or upon exercise of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of right may acquire) any of capital stock or equity interest in the Company or any of its Subsidiaries, except for the Retained Options. The number of Company Shares, which may be acquired under, the average exercise price of and the date on which exercisable of, the Retained Options held by such Persons are as set forth on Exhibit I. (iv) Except for the SubsidiariesStockholders' Agreement, ZBB owns there are no beneficial interestvoting trusts, directly proxies, or indirectlyother agreements or understandings with respect to the voting of any interest in or exercise of any control rights with respect to the Company or any Subsidiary to which any Consenting Stockholder or any member of the Management Group is a party. (v) Neither the Company nor any Subsidiary is subject to any obligation to repurchase or otherwise acquire or retire any equity interest therein or has any liability for distributions or dividends declared or accrued, but unpaid, with respect to its equity interests. (vi) The Company has not purchased or redeemed any of its capital stock, paid any dividend, or made any other distribution or payment in respect of such stock to any Person since the Reference Date. (vii) Each corporation, partnership, joint venture venture, limited liability company, or other business entity.entity in which the Company holds directly or indirectly (including through one or more other entities or a chain of entities) any stock, partnership interest, joint venture

Capitalization; Subsidiaries. (a) ZBB has duly Section 3.4(a) of the Seller Disclosure Schedule sets forth a true and validly authorized capital stock correct list of the Subject Entities and each holder of any equity or other ownership interests therein and the amount of such equity or ownership interests held by such holder and the respective percentage interests represented thereby. Except as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 3.4(a) of the Closing Date (Seller Disclosure Schedule, the “Articles of Incorporation”). All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, Entity Interests constitute all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance equity or other adverse claim. Except as described ownership interests in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBBSubject Entities. Except as described in the SEC Filings, there There are no outstanding warrants, options, convertible securities warrants or other rights, agreements or arrangements rights of any character under which ZBB or kind to acquire from any of its Subsidiaries is the Subject Entities any equity or may be other ownership interests in any of the Subject Entities or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such equity or ownership interests, nor are any of the Subject Entities committed or otherwise obligated in any respect to issue any equity securities of any kind. Except as described in the SEC Filingssuch option, there are no voting agreementswarrant, buy-sell agreements, option right or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(wSection 3.4(b) of Regulation S-X promulgated the Seller Disclosure Schedule sets forth a true and correct list of the LIHTC Funds and each holder of any equity or other ownership interests therein and the amount of such equity or ownership interests held by such holder and the Securities respective percentage interests represented thereby. Except as set forth in Section 3.4(b) of the Seller Disclosure Schedule, the equity and Exchange Commission (ownership interests described in Section 3.4(b) of the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All Seller Disclosure Schedule constitute all of the issued and outstanding shares of capital stock equity or other ownership interests in the LIHTC Funds. There are no outstanding options, warrants or other rights of any kind to acquire from any of the LIHTC Funds any equity or other ownership interests in any of the LIHTC Funds or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such equity or ownership interests, nor are any of the LIHTC Funds committed or otherwise obligated in any respect to issue any such option, warrant, right or security. (c) Section 3.4(c) of the Seller Disclosure Schedule sets forth a true and correct list all Subsidiaries of the Subject Entities and the LIHTC Funds, their respective jurisdictions of formation, organization or incorporation (as applicable), and each holder of any equity or other ownership interests therein and the amount of such equity or ownership interests held by such holder and the respective percentage interests represented thereby. Other than as set forth in Section 3.4(b) of the Seller Disclosure Schedule, no Subject Entity or LIHTC Fund owns beneficial, record or legal title to any equity or other ownership interest in, or any investment in, any other Person. (d) All outstanding equity and other ownership interests of each Subsidiary have been the Subject Entities and the LIHTC Funds and their respective Subsidiaries are duly and authorized, validly authorized and issued, are fully paid and non-non assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other rights any similar right under any provision of applicable Law, the respective Organizational Documents of the Subject Entities or the LIHTC Funds or any contract or agreement to subscribe for which any Seller Party, Subject Entity or to purchase LIHTC Fund or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly their respective Subsidiaries is a party or indirectly, in any corporation, partnership, joint venture or other business entityis otherwise bound.

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 2.2(a) of the Closing Date Disclosure Schedules sets forth a true and complete list of (i) the “Articles of Incorporation”). All authorized and outstanding Equity Interests of the Sellers, and the Persons that hold such Equity Interests of the Sellers and (ii) each Subsidiary of the Sellers, together with its jurisdiction of organization and its authorized and outstanding Equity Interests. The Sellers own, directly or indirectly, all right, title and interest in and to the entire issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock Equity Interests of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its their respective Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the PurchasersSalient JVs) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right good and valid title to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests Equity Interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in of their Subsidiaries owned by the SEC Filings, are owned directly by ZBB or through its wholly owned SubsidiariesSellers, free and clear of all liens, encumbrances, equities or claimsLiens. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities The Equity Interests of the Subsidiaries to any person or entity except ZBB, Sellers and none of each Subsidiary of the outstanding shares of capital stock or other equity interests of any Subsidiary was Sellers have been duly authorized and are validly issued, fully paid and non-assessable, were issued in compliance with all applicable Laws and have not been issued and were not issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiariessimilar right. Except for the Subsidiaries, ZBB owns no beneficial interestThe Sellers own, directly or indirectly, all right, title and interest in and to all of the Equity Interests of the Salient JVs held in the name of Seller or one of its Subsidiaries on the books and records of the respective Salient JVs. (b) Except as set forth in Section 2.2(b) of the Disclosure Schedules, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any kind (absolute, contingent or otherwise), under which the Sellers or any Subsidiary is or may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or in any corporationway dispose of, partnershipany Equity Interests, joint venture or any securities or obligations exercisable or exchangeable for or convertible into any Equity Interests, of the Sellers or their Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth in Section 2.2(b) of the Disclosure Schedules, there are (i) no outstanding or authorized stock appreciation, phantom stock, profit participation or other business entityequity-based compensation or similar rights (other than stock options) with respect to the Sellers or their Subsidiaries or the value or price of the Equity Interests of the Sellers or their Subsidiaries and (ii) no restrictions upon, or voting trusts, proxies or other agreements or understandings of any kind with respect to the voting, purchase, redemption, acquisition or transfer of, or the declaration or payment of any dividend or distribution on, the Equity Interests of the Sellers or their Subsidiaries. (c) Section 2.2(c) of the Disclosure Schedules sets forth, as of the date hereof, a true and complete list of each Person that is entitled to receive, by virtue of their ownership (directly or indirectly) of Equity Interests in the Sellers or any of their Subsidiaries that are the general partners of (or act in similar capacity with respect to) the Funds, any “carried interest” or similar performance-based compensation in respect of the Funds. (d) Section 2.2(d) of the Disclosure Schedules sets forth a true and complete list of (i) each Person (other than any Funds or any Subsidiaries) in which the Sellers or any of their Subsidiaries owns, directly or indirectly, any Equity Interests (collectively, the “Salient JVs”), (ii) the authorized Equity Interests and the number of issued and outstanding Equity Interests of each Salient JV and (iii) the ownership percentages of each class of Equity Interests of each Salient JV that are issued and outstanding and the owner of such Equity Interests. The Sellers and their Subsidiaries own the outstanding Equity Interests of each Salient JV as set forth on Section 2.2(d) of the Disclosure Schedules, free and clear of all Liens except for any Liens arising under applicable securities Laws. All of the Equity Interests of the Salient JVs held by the Sellers or any of their Subsidiaries have been duly authorized, validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive rights.

Capitalization; Subsidiaries. (a) ZBB has duly The attached “Capitalization Schedule” accurately sets forth the authorized and validly authorized outstanding capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (Company and the “Articles name and number of Incorporation”). All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filingseach Stockholder. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are validly issued, fully paid and nonassessable, are owned of record and beneficially by the Stockholders and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights. Except for this Agreement and as may be set forth on the attached “Capitalization Schedule,” there are no outstanding options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which the Company is a party or which is binding upon the Company providing for the issuance, disposition or acquisition of any of its equity or any rights or interests exercisable therefor. There are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to the Company. (b) The attached “Subsidiaries Schedule” sets forth a list of each of the Company’s Subsidiaries and, with respect to each of the Company’s Subsidiaries, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number of shares of its authorized capital stock and other equity interests, the number and class of shares and other equity interests thereof duly issued and outstanding, the names of all stockholders and other equity owners and the number of shares of stock and other equity interests owned by each stockholder and the amount of equity owned by each equity holder. Each of the Company’s Subsidiaries is a duly organized and validly existing corporation or other entity in good standing under the Laws of its respective jurisdiction of incorporation or formation as set forth on the “Corporate Organization Schedule”, and is duly qualified or authorized to do business as a foreign entity and is in good standing under the Laws of each jurisdiction listed on the attached “Corporate Organization Schedule”, which jurisdictions constitute all of the material jurisdictions in which the ownership or operation of properties or the proper conduct of the Business requires the Company’s Subsidiaries to be so qualified. Each of the Company’s Subsidiaries has all requisite power and authority necessary to own and operate its properties and assets and to carry on its businesses as presently conducted. The outstanding shares of capital stock or equity interests of each Subsidiary have been duly and of the Company are validly authorized and issued, are fully paid and non-assessable andand were not issued in violation of any purchase or call option, except right of first refusal, subscription right, preemptive right or any similar right. All such shares or other equity interests represented as otherwise described in being owned by the SEC Filings, Company or any of its Subsidiaries are owned directly by ZBB or through its wholly owned Subsidiaries, them free and clear of all liensLiens other than the Permitted Liens set forth and specifically identified on the “Permitted Liens Schedule”, encumbrances, equities or claims. except as set forth on the attached “Subsidiaries Schedule.” There is no outstanding existing option, warrant, call, right or agreement Contract to which any Subsidiary of the Company is a party requiring, and there are no convertible securities of any kind relating to Subsidiary of the issuanceCompany outstanding which upon conversion would require, sale or transfer the issuance of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the Company or other securities convertible into shares of capital stock or other equity interests of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any Subsidiary of the SubsidiariesCompany. Except for the Subsidiaries, ZBB owns no beneficial interestThe Company does not own or hold, directly or indirectly, in any corporationcapital stock, partnershippartnership interest, joint venture interest or equity interest or securities of, or the right to acquire any capital stock, partnership interest, joint venture interest or other business entityequity interest in, any Person other than the Subsidiaries of the Company listed in the attached “Subsidiaries Schedule.”

Capitalization; Subsidiaries. (ai) ZBB The Company has duly and validly authorized capital stock as set forth in the SEC Filings and in the Amended and Restated Articles of Incorporation of ZBBthe Company, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBBthe Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBBthe Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBBthe Company. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by the Purchase Agreements, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB the Company and any of the securityholders of ZBB the Company relating to the securities of ZBB the Company held by them. Except as described in the SEC Filings, no Person has the right to require the Company to register any securities of the Company under the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1933 Act”), whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB the Company to issue shares of Common Stock or other securities to any other Person (other than the PurchasersInvestors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB the Company does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB the Company upon the occurrence of certain events. The issuance of the Shares to be purchased from the Company under the Purchase Agreements shall not constitute a “Triggering Event” as defined in that certain Shareholder Rights Agreement by and between Overland Storage, Inc. and W▇▇▇▇ Fargo Bank, N.A., as Rights Agent, dated August 22, 2005, or otherwise result in a distribution of securities thereunder. (bii) ZBB The Company has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)Commission) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB the Company or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBBthe Company, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB the Company owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBB’s capital stock have been Units are duly authorized and authorized, validly issued and are outstanding, fully paidpaid and non-assessable, nonassessable and free of pre-emptive rights and were issued free of preemptive rights in full compliance accordance with the LLC Act and applicable state and federal securities law and laws, except for preemptive rights waived in writing prior to the Closing Date. There are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other rights, agreements, arrangements, calls or commitments of any rights character relating to the Units or obligating Seller to sell or otherwise transfer the Units. There are no outstanding contractual obligations of third partiesRefinery Company to repurchase, redeem or otherwise acquire any of the Units. Except as described in the SEC Filings, The Units constitute all of the issued and outstanding shares Capital Stock of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties Refinery Company and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held record by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned SubsidiariesSeller, free and clear of all liensLiens (other than restrictions under the Securities Act, encumbrancesstate securities Laws, equities Refinery Company’s certificate of formation, Limited Liability Company Agreement or claimsthe Credit Facility). There is are no outstanding optionvoting trusts, right agreements, proxies or agreement of any kind relating other understandings in effect with respect to the issuance, sale voting or transfer of any capital stock or other equity securities of the Subsidiaries to Units. (b) Refinery Company does not have any person subsidiaries or entity except ZBBown any Capital Stock in any other Person, and none of the outstanding shares of capital stock directly or indirectly, other equity interests of than Pipeline Company. Pipeline Company does not have any Subsidiary was issued in violation of subsidiaries or own any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interestCapital Stock, directly or indirectly, in any corporationother Person. Neither Refinery Company nor Pipeline Company owns or has any right to acquire (and are not obligated to contribute to the capital of), partnershipdirectly or indirectly, joint venture any Capital Stock of, or other business entityequity interests in, any Person. (c) Refining Company owns 100% of the issued and outstanding Capital Stock of Pipeline Company, free and clear of all Liens (other than restrictions under the Securities Act, state securities Laws, Pipeline Company’s certificate of formation or governing agreement or the Credit Facility). There are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other rights, agreements, arrangements, calls or commitments of any character relating to the Capital Stock of Pipeline Company or obligating Refining Company to sell or otherwise transfer any of such Capital Stock. There are no voting trusts, agreements, proxies or other understandings in effect with respect to the voting or transfer of any of the Capital Stock of Pipeline Company. (d) Except as provided in Section 6.8, Refining Company has not declared, authorized, approved or paid (and will not otherwise be required to make) any dividend or other distribution to any equityholder thereof that would have effect or require payment after Closing. (e) From May 1, 2016 through the Execution Date, neither Company set aside or paid any dividend or distribution (whether in cash, stock or other property) in respect of the Units or the Capital Stock of Pipeline Company.

Capitalization; Subsidiaries. (a) ZBB has duly There are presently issued by the Company and validly authorized its Subsidiaries and outstanding the shares of capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”)indicated on Schedule 5.8 hereto. All of the issued and outstanding capital stock of each Subsidiary of the Company listed is owned of record and beneficially by the entity set forth on such Schedule. The Company and its Subsidiaries have received at least the consideration for which such stock was authorized to be issued and have otherwise complied in all material respects with all legal requirements relating to the authorization and issuance of shares of ZBB’s stock and all such shares are validly issued, fully paid and non-assessable. The Company and its Subsidiaries have no other capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third partiesclass outstanding other than as set forth on Schedule 5.8 hereto. Except as described set forth on Schedule 5.8 hereto, neither the Company nor any of its Subsidiaries are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of their equity interests. There are no voting trusts or other agreement or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of its equity interests. (b) The only direct or indirect Subsidiaries of the Company are those listed on Schedule 5.8 hereto. Except as set forth on such Schedule, the Company is the record and beneficial owner of all of the equity interests in each of its Subsidiaries listed on such Schedule as being owned by such Company (other than directors' qualifying shares), there are no proxies, irrevocable or otherwise, with respect to any such equity interests, and no equity interests in any of the SEC FilingsSubsidiaries of the Company are or may become required to be issued by reason of any options, warrants, scripts, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, equity interests in any such Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of its capital stock, or other equity interests, or debt or equity securities convertible or exchangeable for such equity interests. All of such shares so owned by Company are owned directly or indirectly by it free and clear of any Liens (other than Liens permitted under Section 8.3 hereof), and all such shares are validly issued, fully paid and non-assessable (except for statutory rights of assessment for wages owed). (c) Holdings owns of record and beneficially all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsCompany. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.

Capitalization; Subsidiaries. (a) ZBB has duly and validly The authorized capital stock Equity Interests of the Acquired Entities are as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”on Schedule 3.3(a). All of the issued and outstanding shares Equity Interests of ZBB’s capital stock the Company are held of record and beneficially owned, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws and the Current Stockholders Agreement), in such amount and by such holder as set forth on Schedule 3.3(a). All of the issued and outstanding Equity Interests of the Acquired Entities (i) have been duly authorized and are validly issued and are issued, fully paid, nonassessable and free of pre-emptive rights and nonassessable, (ii) were issued in full compliance with with, or pursuant to an exemption from, all applicable state state, federal and federal other applicable securities law Laws and (iii) were not issued in violation of any preemptive rights or rights of third partiesfirst refusal. Except as set forth on Schedule 3.3(a), as of the date hereof, (x) no outstanding Commitments exist with respect to the Equity Interests of the Acquired Entities, (y) there are no Contracts with respect to the voting, transfer, disposition or registration of the Equity Interests of the Acquired Entities, and (z) there are no outstanding obligations of any of the Acquired Entities to redeem, repurchase, or otherwise acquire any of its Equity Interests. Schedule 3.3(a) lists the exercise price and holder of each Merger Option. The Company has delivered to the Buyer true and complete copies of all awards, warrants and other Contracts relating to any Merger Options. Except as set forth on Schedule 3.3(a), either the consummation of the Transaction or the actions described in ARTICLE II hereof Breach the SEC Filingsterms of any award, warrant or other Contract relating to any Merger Option. (b) The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any Equity Interests of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liensany Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Acquired Company is a party to any Contract that could require an Acquired Company to sell, encumbrancesissue, equities transfer, or claims. There is no outstanding option, right or agreement otherwise dispose of any kind relating to Equity Interest of a Subsidiary (other than this Agreement) or otherwise restricts any such sale, transfer or disposition by the issuance, sale or transfer of any capital stock or other equity securities of Company (as the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiariescase may be). Except for Other than the Subsidiaries, ZBB owns no beneficial interest, directly the Company does not own or indirectly, hold any Equity Interests in any corporation, partnership, joint venture or other business entityPerson.

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 5.3 of the Closing Date (Company Disclosure Schedule accurately sets forth the “Articles authorized and outstanding Company Capital Stock and the name and number of Incorporation”)shares of Company Capital Stock held by each stockholder of the Company. All of the issued and outstanding shares of ZBB’s capital stock Company Capital Stock have been duly authorized authorized, are validly issued, fully paid and validly issued nonassessable and are fully paid, nonassessable and free of pre-emptive any Liens, and are not subject to preemptive rights and were issued in full compliance with applicable state and federal securities law and any or rights of third parties. Except as described in first refusal created by statute, the SEC Filings, all certificate of incorporation or bylaws of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidCompany, nonassessable and free of pre-emptive rightsor any agreements to which the Company is a party or by which it is bound, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned of record and beneficially by ZBB, beneficially and the stockholders of record, subject to no lien, encumbrance or other adverse claimthe Company in the amounts set forth in Section 5.3 of the Company Disclosure Schedule. Except for this Agreement and as described in may be set forth on Section 5.3 of the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC FilingsCompany Disclosure Schedule, there are no outstanding or authorized options, warrants, optionsrights, convertible securities contracts, pledges, calls, puts, rights to subscribe, conversion rights or other rights, agreements or arrangements commitments to which the Company is a party or which is binding upon the Company providing for the issuance, disposition or acquisition of any character under which ZBB or any of its Subsidiaries is equity or may be obligated to issue any equity securities of any kindrights or interests exercisable therefor. Except as described in the SEC Filings, there There are no voting agreementsoutstanding or authorized equity appreciation, buy-sell agreements, option phantom stock or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating similar rights with respect to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsCompany. (b) ZBB has no significant subsidiary (as Section 5.3 of the Company Disclosure Schedule sets forth a list of the Company’s Subsidiaries, the authorized equity interests of each such term Subsidiary, the issued and outstanding equity interests of each such Subsidiary, each such Subsidiary’s respective jurisdiction of organization and all jurisdictions in which each such Subsidiary is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filingsqualified to conduct business. All of the issued and outstanding shares of capital stock or other equity securities of the Company’s Subsidiaries listed in such section are directly or indirectly owned by the Company, free and clear of all Liens, other than Permitted Liens. All of the outstanding equity interests in each of each Subsidiary have been the Company’s Subsidiaries are duly and authorized, validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, and are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBBpreemptive rights, and none of the outstanding shares of capital stock or other were issued in compliance with applicable laws. No equity interests of any Subsidiary was of the Company’s Subsidiaries are or may become required to be issued in violation or purchased by reason of any preemptive or other options, warrants, rights to subscribe for to, puts, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, equity interests in any of the Company’s Subsidiaries, and there are no contracts, commitments, understandings or arrangements by which any of the Company’s Subsidiaries is bound to issue additional equity interests or options, warrants or rights to purchase or acquire any additional equity interests or securities convertible into or exchangeable for such interests of such Company Subsidiary. Except as set forth on Section 5.3 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns any other equity or voting interest in (including any securities exercisable or exchangeable for or convertible into equity or voting interests in) any other Person. (c) Each of the SubsidiariesCompany’s Subsidiaries listed in such section is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of formation and is qualified to do business as a foreign entity in each jurisdiction in which the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. Except for Each such Subsidiary has all requisite power and authority necessary to own and operate its assets and to carry on its respective portion of the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entityBusiness as now conducted.

Capitalization; Subsidiaries. (a) ZBB has duly The Sellers, through one or more direct or indirect Subsidiaries, are the owners of, and validly authorized have good and valid title to, all of the Equity Interests, free and clear of any and all Encumbrances, and there are no limitations or restrictions on the Sellers’ right to transfer the Equity Interests to the Purchasers pursuant to this Agreement, in each case, other than restrictions on transfer of securities under applicable securities Laws. The Equity Interests constitute all of the issued and outstanding capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as or other equity interests of the Closing Date Companies, and all of the Equity Interests are duly authorized, validly issued, fully paid and non-assessable. None of the Equity Interests have been issued in violation of any preemptive rights or rights of first refusal or first offer. (the “Articles of Incorporation”). i) All of the issued and outstanding shares Equity Interests are free and clear of ZBB’s capital stock have been duly authorized and validly issued and all Encumbrances, other than restrictions on transfer of securities under applicable securities Laws, (ii) there are fully paidno existing options, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filingswarrants, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidcalls, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance subscriptions or other adverse claim. Except as described in rights, agreements, arrangements or commitments of any character, obligating the SEC FilingsCompanies to issue, transfer or sell or cause to be issued, transferred or sold any equity securities other than pursuant to this Agreement, (iii) there are no Person is entitled to pre-emptive outstanding or authorized stock appreciation, phantom stock or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, Companies and (iv) there are no outstanding warrantsstockholder agreements, optionsvoting trusts, convertible securities proxies or other rights, agreements or arrangements understandings with respect to the voting or transfer of any character under which ZBB the Equity Interests other than pursuant to this Agreement. (c) Section 3.4(c) of the Disclosure Schedule sets forth a complete list, as of the date hereof, of the Companies and each of the Companies’ Subsidiaries, together with the jurisdiction of incorporation or any organization of its Subsidiaries is the Companies and each such Subsidiary and the authorized, issued and outstanding capital stock or may be obligated to issue any other equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB Companies and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventseach such Subsidiary. (bi) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests securities of each Subsidiary have been duly and validly authorized and issued, of the Companies’ Subsidiaries are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liensEncumbrances (other than Permitted Encumbrances), encumbrances(ii) there are no existing options, equities warrants, calls, pre-emptive rights, subscriptions or claims. There is other rights, agreements, arrangements or commitments of any character, obligating any such Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of its capital stock or other equity securities other than pursuant to this Agreement, (iii) there are no outstanding optionor authorized stock appreciation, right phantom stock or agreement of similar rights with respect any kind relating such Subsidiary and (iv) there are no stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to the issuance, sale voting or transfer of any the shares of capital stock or other equity securities of any of such Subsidiary other than pursuant to this Agreement. (e) Upon the Subsidiaries to any person or entity except ZBB, and none consummations of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of transactions contemplated by this Agreement, the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interestPurchasers shall own, directly or indirectly, in any corporationfree and clear of all Encumbrances (other than Permitted Encumbrances), partnership, joint venture or other business entityall of the Equity Interests.

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 3.5(a)(i) of the Closing Date (Disclosure Schedule sets forth a complete list of all beneficial and record owners of the “Articles issued and outstanding Equity Securities of Incorporation”)▇▇▇▇▇▇▇▇. All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all Equity Securities of the issued Acquired Subsidiaries, PEC and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and Export are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings▇▇▇▇▇▇▇▇. All of the issued and outstanding shares Equity Securities of capital stock or other equity interests of each Subsidiary ▇▇▇▇▇▇▇▇, PEC, Export and the Acquired Subsidiaries have been duly and authorized, validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBBpaid, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was nonassessable, and are not subject to and were not issued in violation of any preemptive or other similar rights. Other than as set forth in Section 3.5(a)(ii) of the Disclosure Schedule, there are no currently outstanding or authorized options, phantom stock or interests (including, but not limited to, the Rights Units), warrants, rights, contracts, rights of first refusal or first offer, calls, puts, rights to subscribe subscribe, conversion rights, or other agreements or commitments to which ▇▇▇▇▇▇▇▇, Export, PEC or any of the Acquired Subsidiaries is a party or which are binding upon ▇▇▇▇▇▇▇▇, Export, PEC or any of the Acquired Subsidiaries providing for the issuance, disposition, or acquisition of any Equity Securities of ▇▇▇▇▇▇▇▇, PEC, Export or any of the Acquired Subsidiaries. There are no outstanding or authorized stock appreciation, equity appreciation, phantom stock, or similar rights with respect to purchase ▇▇▇▇▇▇▇▇, Export, PEC or acquire any securities of the Acquired Subsidiaries, and there are no contractual or statutory preemptive rights or similar restrictions with respect to the issuance or transfer of any shares of capital stock or other Equity Securities of ▇▇▇▇▇▇▇▇, PEC, Export or any of the Acquired Subsidiaries. There are no voting trusts, proxies, or any other agreements, restrictions or understandings with respect to the voting of any of the capital stock or other Equity Securities of ▇▇▇▇▇▇▇▇, PEC, Export or any of the Acquired Subsidiaries. None of ▇▇▇▇▇▇▇▇, PEC, Export or any of the Acquired Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Securities of ▇▇▇▇▇▇▇▇. The Rights Units only provide the holders thereof with a contractual right to receive consideration upon certain events, and do not constitute an equity or membership interest in ▇▇▇▇▇▇▇▇. (b) Except for ▇▇▇▇▇▇▇▇’▇ ownership of the Acquired Subsidiaries, PEC and Export, none of ▇▇▇▇▇▇▇▇, PEC, Export or any of the Acquired Subsidiaries owns or holds the right to acquire any Equity Securities in any Person. ▇▇▇▇▇▇▇▇ does not have, and has never had, any employees, assets (including, but not limited to, cash, Current Assets and Intellectual Property), Permits, Liabilities or Indebtedness other than indirectly through its ownership of the Acquired Subsidiaries. Except for the assets held by PEC set forth on Section 3.5(b)(ii) of the Disclosure Schedule (the “Transferred Assets”), neither PEC nor Export has, or has ever had, any assets. Neither PEC nor Export have, or have ever had, any employees, Permits, Liabilities or Indebtedness. The operation of the Business is conducted solely through the Acquired Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.

Capitalization; Subsidiaries. (a) ZBB has duly The issued and validly authorized capital stock as outstanding Membership Units of GGC, including the holders thereof, is set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 3.05(a) of the Closing Date (Disclosure Schedule. The Sellers own all such Membership Units, which comprise the “Articles of Incorporation”). All of the only issued and outstanding shares equity securities of ZBB’s capital stock GGC, free and clear of any Liens. All outstanding equity securities of GGC have been duly authorized and validly issued and are fully paid, nonassessable paid and free nonassessable. There are no equity securities of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third partiesGGC that remain subject to vesting or forfeiture restrictions. Except as described otherwise set forth in the SEC Filings, all Section 3.05(a) of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC FilingsDisclosure Schedule, there are no outstanding warrants, options, convertible (i) equity securities or voting securities of GGC , (ii) securities of GGC convertible into or exchangeable for equity securities or voting securities of GGC, or (iii) options or other rightsrights to acquire from GGC, agreements or arrangements other obligations of any character under which ZBB or any of its Subsidiaries is or may be obligated GGC to issue issue, any equity securities, voting securities or securities convertible into or exchangeable for equity securities or voting securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsGGC. (b) ZBB All outstanding equity securities of GGC have been issued and granted in material compliance with (i) all applicable securities laws and other Applicable Laws and (ii) all requirements set forth in applicable Contracts. (c) GGC has never repurchased, redeemed or otherwise reacquired any of their securities and there are no significant subsidiary outstanding rights or obligations of GGC to repurchase or redeem any of their securities. (as such term is defined in Rule 1-02(wd) Section 3.05(d) of Regulation S-X promulgated the Disclosure Schedule lists for each Subsidiary of GGC, the percentage of equity securities owned or controlled, directly or indirectly by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All GGC as of the issued and date hereof. No Acquired Company has or is bound by any outstanding shares subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold, any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements. There are no outstanding contractual obligations of any Subsidiary of GGC to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests interests. All of the shares of capital of each Subsidiary have been duly and of the Subsidiaries of GGC are validly authorized and issued, are fully paid (to the extent required under the applicable governing documents) and non-assessable and, except as otherwise described in the SEC Filings, nonassessable and are owned directly by ZBB GGC or through its wholly owned Subsidiariesa Subsidiary of GGC, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entityLiens.

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized The outstanding capital stock of the Company consists of the Company Common Stock. Section 3.03(a) of the Company Disclosure Schedule sets forth the name of each Subsidiary. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation identified in Section 3.03(a) of the Company Disclosure Schedule, and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and Properties. Except as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 3.03(a) of the Closing Date Company Disclosure Schedule, each Subsidiary is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions specified in Section 3.03(a) of the Company Disclosure Schedule, which are the only jurisdictions in which the ownership, use or leasing of such Subsidiary’s Assets and Properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary. (b) Section 3.03(a) of the “Articles Company Disclosure Schedule lists for each Subsidiary the amount of Incorporation”)its authorized capital stock, the amount of its outstanding capital stock and the record owners of such outstanding capital stock. All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable andand are owned, except as otherwise described in beneficially and of record, by the SEC Filings, are Company or Subsidiaries wholly-owned directly by ZBB or through its wholly owned Subsidiaries, the Company free and clear of all liensLiens, encumbrances, equities or claimsother than Liens under the Loan Agreements. There is are no outstanding option, right or agreement Options with respect to any shares of capital stock of any kind relating Subsidiary. As of the date hereof, there were no shares of capital stock of any Subsidiary reserved for issuance under any Benefit Plan with respect to any Subsidiary. The Company has made available to Purchaser prior to the issuanceexecution of this Agreement complete and correct copies of the organizational documents of the Subsidiaries, sale or transfer including the certificate of incorporation and by-laws, as currently in effect, and each Subsidiary is not in violation of any material provision of its certificate of incorporation or by-laws. (c) No bonds, debentures, notes or other indebtedness having the right to vote (“Voting Debt”) on any matters on which stockholders of any Subsidiary may vote are issued or outstanding. There are no existing (i) warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character (“Rights”) obligating any of the Subsidiaries to issue, transfer or sell any shares of capital stock stock, Voting Debt or other interest in any of the Subsidiaries or securities convertible into or exchangeable for such shares, Voting Debt or other interests, (ii) contractual obligations of any of the Subsidiaries (x) to repurchase, redeem or otherwise acquire any capital stock, Voting Debt or any other interest of any of the Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock, Voting Debt or any other interest of any of the Subsidiaries, or (y) pursuant to which any of the Subsidiaries is or could be required to register any such shares, Voting Debt or other interests under the Securities Act, or (iii) voting trusts or similar agreements to which any Subsidiary is a party with respect to the voting of the capital stock, Voting Debt or other interest in any of the Subsidiaries. (d) No other equity-based awards issued by any of the Subsidiaries are outstanding. Since December 31, 2010 through the date hereof, none of the Company’s Subsidiaries have (i) issued or repurchased any shares of capital stock, Voting Debt or other equity securities of the Subsidiaries to Company or any person or entity except ZBB, and none of the Subsidiaries, or (ii) issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of the Company’s capital stock or any other equity-based awards of the Company or any of the Subsidiaries. (e) No Subsidiary has or is bound by any outstanding Rights calling for the purchase or issuance of, or the payment of any amount based on, any shares of capital stock or any other equity interests security of such Subsidiary or any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or securities representing the right to purchase or acquire otherwise receive any shares of capital stock or any other equity security of such Subsidiary. (f) Other than portfolio securities held by the Insurance Subsidiaries in the ordinary course of their business and in compliance with applicable Law, neither the Company nor any of the Subsidiaries. Except for the Subsidiaries, ZBB Subsidiaries owns no beneficial any equity interest, directly or indirectlysecurity convertible into an equity interest, in any corporation, partnership, joint venture or other business entityPerson which is not a Subsidiary.

Capitalization; Subsidiaries. (ai) ZBB has duly and validly The entire authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation NTI consists of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding 30,000 shares of ZBB’s capital stock have been duly authorized Common Stock, and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, NTI Shares represent all of the issued and outstanding shares of capital stock of each Subsidiary NTI. All of the NTI Shares have been duly authorized and are validly issued issued, fully paid and nonassessable. There are fully paidno outstanding or authorized options, nonassessable and free of pre-emptive warrants, purchase rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBBsubscription rights, beneficially and of recordconversion rights, subject to no lienexchange rights, encumbrance or other adverse claimcontracts or commitments that could require NTI to issue, sell, or otherwise cause to become outstanding any additional shares of its capital stock. Except as described in the SEC FilingsThere are no outstanding or authorized stock appreciation, no Person is entitled to pre-emptive phantom stock, profit participation, or similar statutory or contractual rights with respect to NTI. All of the NTI Shares are owned of record and beneficially by NHG, free and clear of any securities of ZBB. Except as described in the SEC Filingsand all liens, there are no outstanding warrantsclaims, encumbrances, security interests, pledges, equities, options, convertible securities or other rights, agreements or arrangements charges and restrictions whatsoever. (ii) The entire authorized capital stock of any character under which ZBB or any Heritage consists of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue 1,000,000 shares of Common Stock or other securities to any other Person (other than Stock, and the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All Heritage Shares represent all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary Heritage. All of the Heritage Shares have been duly and validly authorized and are validly issued, are fully paid and non-assessable andnonassessable. There are no outstanding or authorized options, except as warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Heritage to issue, sell, or otherwise described in cause to become outstanding any additional shares of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Heritage. All of the SEC Filings, Heritage Shares are owned of record and beneficially by NHG, free and clear of any and all liens, claims, encumbrances, security interests, pledges, equities, options, charges and restrictions whatsoever. (iii) The entire authorized capital stock of Nations New York consists of 181,166 shares of Common Stock, and the Nations New York Shares represent all of the issued and outstanding shares of capital stock of Nations New York. All of the Nations New York Shares have been duly authorized and are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Nations New York to issue, sell, or otherwise cause to become outstanding any additional shares of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Nations New York. All of the Nations New York Shares are now owned of record and beneficially by NTI, and on the Closing Date will be owned of record and beneficially by NTI, free and clear of any and all liens, claims, encumbrances, security interests, pledges, equities, options, charges and restrictions whatsoever. (iv) Section 3(b) of the Disclosure Schedule sets forth, for each of the NTI Subs and each of the NTINY Subs, its authorized capital stock, the number of shares of each series or class of capital stock issued and outstanding and the record and beneficial owners thereof, and the par value of each such series or class of capital stock. Except as set forth in Section 3(b) of the Disclosure Schedule, all of the issued and outstanding shares of each of the NTI Subs and the NTINY Subs are duly authorized, validly issued, fully paid and nonassessable and are directly or indirectly owned of record 13 15 and beneficially by ZBB or through its wholly owned SubsidiariesNTI, free and clear of all liens, claims, encumbrances, equities pledges, equities, options, shares and restrictions whatsoever. Such shares are subject to no options, warrants, rights of first refusal or claimsother agreements restricting the transfer or voting of such shares. There No rights, options, warrants, conversion rights, preemptive rights or agreements for the purchase or acquisition from, or the issuance and sale by, any NTI Sub or NTINY Sub of any shares of their respective capital stock are outstanding and no authorizations therefor are in effect, nor are there any proxies outstanding or voting agreements with respect to any shares of their respective capital stock. (v) Other than Nations New York's interests in Network Title and Quality Loan (which shall be distributed or disposed of pursuant to Section 2(b)(ii) above), there is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued Person in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of which any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interestNHG Subsidiaries owns, directly or indirectly, in any corporation, partnership, joint venture equity or other business entityvoting interest or position.

Capitalization; Subsidiaries. (a) ZBB has duly and validly As of the close of business on September 30, 2022, the authorized capital stock of Parent consists of (i) 200,000,000 shares of Parent Common Stock, 30,887,360 of which were issued and outstanding and zero of which were held by Parent as set forth in the SEC Filings treasury stock, and in the Articles (ii) 10,000 shares of Incorporation preferred stock of ZBBParent, as amended and as in effect as par value $0.001 per share, zero shares of the Closing Date which were outstanding. Neither of Acquisition Sub nor Acquisition Sub 2 has any Subsidiaries or shares of preferred stock authorized, issued or outstanding. (the “Articles of Incorporation”). b) All of the issued and outstanding shares of ZBB’s capital stock Parent Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and preemptive rights. All of the Parent Common Stock has been sold pursuant to an effective registration statement filed under the federal securities law Laws or an appropriate exemption therefrom and in accordance with the Investment Company Act. (c) As of the date hereof, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which Parent or any of its Subsidiaries (including Acquisition Sub and Acquisition Sub 2) is a party obligating Parent or any of its Subsidiaries (including Acquisition Sub and Acquisition Sub 2) to issue, transfer or sell any shares of capital stock or other equity interest in Parent or any of its Subsidiaries (including Acquisition Sub and Acquisition Sub 2) or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of Parent or any of its Subsidiaries (including Acquisition Sub and Acquisition Sub 2) to repurchase, redeem or otherwise acquire any capital stock of Parent or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive any capital stock of Parent or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, Parent or any of third partiesits Subsidiaries (including Acquisition Sub and Acquisition Sub 2) or (iv) voting trusts or similar agreements to which Parent is a party with respect to the voting of the capital stock of Parent. (d) Each Subsidiary of Parent (including Acquisition Sub and Acquisition Sub 2) on the date hereof is listed on Section 4.2(d) of the Parent Disclosure Letter. Except as described in set forth on Section 4.2(d) of the SEC FilingsParent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding shares company, partnership or corporate (as applicable) ownership interests in each such Subsidiary (including Acquisition Sub and Acquisition Sub 2), free and clear of capital stock all Liens except for Permitted Liens, and all of each Subsidiary have been such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive preemptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.

Capitalization; Subsidiaries. (a) ZBB has duly and validly The authorized capital stock of the Company consists of 100,000 Shares. As of October 1, 1996, 1,000 Shares were issued and outstanding. Except as described in the Disclosure Schedule, since October 1, 1996, the Company has not issued any shares or other capital stock, and has not repurchased or redeemed any Shares. Neither the Company nor any Subsidiary has any shares of its capital stock reserved for issuance, except for the 39 Shares issuable pursuant to warrants and outstanding employee stock options that are described on the Disclosure Schedule ("Employee Options"). All issued and outstanding Shares are validly issued, fully paid, non-assessable and free of preemptive rights. (b) The Disclosure Schedule sets forth the name, the number of shares of authorized capital stock and the number of issued and outstanding shares of capital stock or other indicia of ownership of each direct or indirect subsidiary of the Company (a "Subsidiary or together the "Subsidiaries"). Except as set forth in the SEC Filings Disclosure Schedule, all of the outstanding shares of capital stock or other indicia of ownership of each Subsidiary are owned by the Company, beneficially and of record. Except as set forth in the Articles Disclosure Schedule, all of Incorporation such shares of ZBB, as amended and as in effect as capital stock or other indicia of ownership of the Closing Date (Subsidiaries are owned free and clear of all liens, charges, encumbrances, rights of others, mortgages, pledges or security interests, and are not subject to any agreements or understandings among any persons with respect to the “Articles voting or transfer of Incorporation”)such shares or other indicia of ownership. Except as described in the Disclosure Schedule, there are no outstanding subscriptions, options, convertible securities, warrants or claims of any kind issued or granted by or binding on the Company or any Subsidiary to purchase or otherwise acquire any security of or equity interest in the Company or any of such Subsidiaries. All of the issued and outstanding shares of ZBB’s capital stock of each such Subsidiary which is a corporation have been duly authorized and validly issued and are fully paidpaid and non-assessable, nonassessable and free none has been issued in violation of the pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsshareholder. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.

Capitalization; Subsidiaries. (a) ZBB has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 2.3 of the Closing Date (the “Articles of Incorporation”). All Disclosure Schedule sets forth a true, correct and complete list of the number of authorized, issued and outstanding shares of ZBB’s capital stock have been duly authorized Company Capital Stock (and validly issued any other Equity Interests or voting interests of the Company), the names of the record owners thereof, and are the number, type, class and series of Equity Interests or voting interests held by each such owner (including, in respect of any Company Options or Company Warrants, the number of shares of Company Common Stock (and the class and series of such Company Common Stock) into which such Equity Interest is exercisable as of the date hereof, and additionally, in respect of any Company Options, the date of grant, the expiration date and the per-share exercise price of each Company Option). Each Company Option is fully paid, nonassessable vested. Each Company Option and free of pre-emptive rights and were Company Warrant was granted or issued in full compliance with all applicable state Laws and, in the case of Company Options, the terms and federal securities law and conditions of any rights of third partiesplan pursuant to which such Company Options were issued. Except as described in set forth on Section 2.3 of the SEC FilingsDisclosure Schedule, all of the issued and outstanding shares of capital stock Company Common Stock have been, and all shares which may be issued pursuant to the exercise or conversion of each Subsidiary have been the Company’s other Equity Interests, if and when issued, will be (i) duly authorized authorized, validly issued, fully paid and validly issued non-assessable; (ii) not subject to any preemptive rights; and are fully paid, nonassessable and (iii) free of pre-emptive rights, were issued in full compliance with any Liens (other than transfer restrictions under the Securities Act and applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claimLaws). Except as described in set forth on Section 2.3 of the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC FilingsDisclosure Schedule, there are no outstanding warrantsor authorized Equity Interests, voting interests, options, convertible securities warrants, restricted shares, stock units, Contracts, calls, puts, rights to subscribe, conversion rights or other rightssimilar rights to which the Company is a party or which are binding upon the Company providing for (or obligation the Company to effect) the issuance, agreements allotment, disposition or arrangements acquisition of any character under which ZBB Equity Interests. There are no commitments or agreements to provide any equity-based or equity-linked compensation that has not been granted. There are no outstanding or authorized stock appreciation, phantom stock, profits interests or similar rights with respect to the Company. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Subsidiaries is Equity Interests. No former direct or may be obligated to issue any equity securities indirect holder of any kindEquity Interests of the Company has any claim or rights against the Company or any other holder of Equity Interests of the Company (in their capacity as such) that remains unresolved. The Company does not have any obligation to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. There are no declared or accrued unpaid dividends with respect to any shares of Company Common Stock. Except as described in set forth on Section 2.3 of the SEC Filings, Disclosure Schedule: (A) there are no voting agreementstrusts, buy-sell agreements, option or right of first purchase agreements proxies or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party or by which the Company is bound; and (B) there are no agreements or understandings relating to the registration, sale, voting or transfer (including agreements relating to rights of first refusal, “co-sale” rights, “drag-along” rights or registration rights) of any kind among ZBB Company Common Stock, or any other investor rights, including rights of participation (i.e., pre-emptive rights), co-sale, voting, first refusal, governance, board observation, visitation or information or operational covenants (the items described in the foregoing clauses (A) and (B), collectively, the “Rights Agreements”). On or prior to the Effective Time, all Rights Agreements (if any) will have been terminated and of no further force or effect. The Company has not violated any applicable federal or state securities Laws or any preemptive or similar rights created by statute, Organizational Document or agreement in connection with the offer, sale, issuance or allotment of any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsCompany Capital Stock. (b) ZBB has no significant subsidiary (as such term is defined The Company does not have any Subsidiaries or hold any Equity Interests in Rule 1-02(w) any other Person. The Company does not own, of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock record or other equity interests of each Subsidiary have been duly and validly authorized and issuedbeneficially, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interestcontrol, directly or indirectly, any Equity Interests or other ownership, capital, voting or participation interest, or any right (contingent or otherwise) to acquire the same, in any corporationPerson. The Company has neither agreed nor is obligated to, partnershipdirectly or indirectly, joint venture make any future investment in or other business entitycapital contribution or advance to any Person.

Capitalization; Subsidiaries. (a) ZBB has duly and validly The authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date Company consists of 3,000 shares of common stock, $1.00 par value, of which 100 shares are issued and outstanding (the “Articles of IncorporationCompany Stock”). All ) to the individuals listed in Section 2.2(a) of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third partiesCompany Disclosure Letter. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC FilingsOther than common stock, there are no outstanding warrantsother classes, options, convertible securities series or other rights, agreements or arrangements types of any character under which ZBB or any of its Subsidiaries is or may be obligated stock for the Company. The Company Stockholder holds good and marketable title to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned SubsidiariesCompany Stock, free and clear of all liens, encumbrancesagreements, equities voting trusts, proxies and other arrangements or claimsrestrictions of any kind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Incorporation or Bylaws of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that may be subsequently issued. There is no liability for dividends accrued but unpaid with respect to the Company’s outstanding optionsecurities. (b) Except as disclosed in Section 2.2(b) of the Company Disclosure Letter, right there are no existing (i) options, warrants, calls, preemptive rights, subscriptions or agreement other rights, convertible securities, agreements or commitments of any kind relating character obligating the Company to the issuanceissue, sale transfer or transfer of sell any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests interest in, the Company or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company to repurchase, redeem or otherwise acquire any Subsidiary capital stock of the Company or (iii) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company. The Company has delivered to the Buyer, a correct and complete list of each Company option and Company warrant outstanding as of the date hereof, including the name of the holder of such Company option or Company warrant, any plan pursuant to which such Company Option was issued in violation issued, the number of any preemptive shares covered by such Company option or other rights Company warrant, the per share exercise price of such Company option or Company warrant and the vesting commencement date and vesting schedule applicable to subscribe for each such Company option, including the number of shares vested as of the date of this Agreement. The terms of the options or warrants permit the assumption or substitution of options to purchase Company Common Stock provided in this Agreement, without the consent or acquire any securities of any approval of the Subsidiariesholders of such securities, the Company Stockholder, or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for those options. No outstanding options or warrants will be accelerated in connection with the Merger. (c) Except for as disclosed in Section 2.2(c) of the Subsidiaries, ZBB owns no beneficial Company Disclosure Letter the Company does not have any direct or indirect Subsidiaries or any interest, directly direct or indirectlyindirect, in any corporation, partnership, joint venture or other business entity.

Capitalization; Subsidiaries. (a) ZBB has duly The Seller is the sole and validly authorized capital stock as set forth in the SEC Filings exclusive legal, record and in the Articles beneficial owner of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All all of the issued and outstanding shares Equity Securities of ZBB’s capital stock each of PropCo and the Company, and has good, marketable and valid title to such issued and outstanding Equity Securities of each of PropCo and the Company, free and clear of all Liens (other than Liens under the Bank of America Credit Agreement that will be released in connection with Closing pursuant to the applicable Payoff Letter and restrictions on transfer imposed by applicable securities Laws). Schedule 3.4(a) sets forth all of the authorized Equity Securities of each of PropCo and the Company and a complete and correct list of the issued and outstanding Equity Securities of each of PropCo and the Company, including the name of the record and beneficial owner thereof and the number of Equity Securities held thereby. All of the Equity Securities of each of PropCo and the Company have been duly authorized and validly issued and and, if applicable, are fully paid, nonassessable paid and free of prenon-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third partiesassessable. Except as described set forth on Schedule 3.4(a), there are no outstanding Equity Securities or other instruments convertible into or exchangeable for Equity Securities of any of PropCo or the Company and there are no commitments to issue any Equity Securities or instruments of any of PropCo or the Company. There are no voting agreements, voting trusts, proxies or other agreements, commitments, understandings or arrangements with respect to the voting or transfer of the Equity Securities of any of PropCo or the Company. There are no outstanding obligations (contingent or otherwise) of any of PropCo or the Company to repurchase, redeem, purchase or otherwise acquire or retire any of its Equity Securities. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to any of PropCo or the Company. There are no declared and unpaid distributions on any Equity Securities of any of PropCo or the Company. Neither PropCo nor the Company has violated any applicable federal or state securities Laws in connection with the SEC Filingsoffer, sale or issuance of any of its Equity Securities. No Equity Securities of any of PropCo or the Company are subject to, or have been issued in violation of, preemptive or similar rights. There is no Indebtedness as of immediately prior to the Closing other than as set forth on the Estimated Closing Statement. (b) Schedule 3.4(b)(i) sets forth a complete and correct list of each of PropCo’s and the Company’s respective Subsidiaries, all of the authorized Equity Securities of each of PropCo’s and the Company’s respective Subsidiaries and the issued and outstanding shares of capital stock Equity Securities of each Subsidiary of PropCo’s and the Company’s respective Subsidiaries, including the name of the record and beneficial owner thereof and the number of Equity Securities held thereby. All of the Equity Securities of each of PropCo’s and the Company’s respective Subsidiaries have been duly authorized and validly issued and are fully paidand, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issuedif applicable, are fully paid and non-assessable andassessable. Except for PropCo’s and the Company’s respective Subsidiaries set forth on Schedule 3.4(b), the Acquired Companies do not own or otherwise hold, or hold the right to acquire, in each case, directly or indirectly, any Equity Securities in any other Person. Each of PropCo’s and the Company’s respective Subsidiaries is duly organized or incorporated, validly existing, and in good standing under the Laws of the jurisdiction of its organization or incorporation, as applicable, which jurisdiction is listed on Schedule 3.4(b)(ii). Each of PropCo’s and the Company’s respective Subsidiaries have all requisite entity power and authority to own, operate, lease or otherwise hold its properties and assets and to conduct its business as presently conducted. Each of PropCo’s and the Company’s respective Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or ownership, operation or leasing of its properties make such qualification necessary, except as otherwise described where the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the SEC Filingsaggregate, a Material Adverse Effect. Except as set forth on Schedule 3.4(b)(iii), there are no outstanding Equity Securities or other instruments convertible into or exchangeable for Equity Securities in PropCo’s or the Company’s respective Subsidiaries and there are no commitments to issue any Equity Securities or instruments in PropCo’s or the Company’s respective Subsidiaries. There are no voting agreements, voting trusts, proxies or other agreements, commitments, understandings or arrangements with respect to the voting or transfer of the Equity Securities of PropCo’s or the Company’s respective Subsidiaries. There are no outstanding obligations (contingent or otherwise) of any of PropCo’s or the Company’s respective Subsidiaries to repurchase, redeem, purchase or otherwise acquire or retire any of its Equity Securities. All of the outstanding Equity Securities of each of PropCo’s and the Company’s respective Subsidiaries are owned directly by ZBB the Company, PropCo or through its wholly owned Subsidiaries, another Subsidiary free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement Liens (other than Liens under the Bank of any kind relating America Credit Agreement that will be released in connection with Closing pursuant to the issuanceapplicable Payoff Letter and restrictions on transfer imposed by applicable securities Laws). None of PropCo’s or the Company’s respective Subsidiaries has violated any applicable federal or state securities Laws in connection with the offer, sale or transfer issuance of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests its Equity Securities. No Equity Securities of any Subsidiary was of PropCo’s or the Company’s respective Subsidiaries are subject to, or have been issued in violation of any of, preemptive or other rights to subscribe for or to purchase or acquire any securities of any similar rights. Complete and correct copies of the Subsidiaries. Except for Organizational Documents of each of PropCo’s and the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entityCompany’s respective Subsidiaries and all amendments thereto have been made available to Purchaser.

Capitalization; Subsidiaries. (a) ZBB has All of the Equity Interests and the Subsidiary Equity Interests have been duly authorized, validly issued, fully paid up and validly authorized capital stock are at the Closing free of any Liens (other than Liens under the Organizational Documents of the applicable Acquired Company or transfer restrictions under applicable U.S securities Laws). Except as set forth in Section 5.5(a) of the Disclosure Schedules or as set forth in the SEC Filings applicable Acquired Company’s Organizational Documents, there are no agreements restricting the transfer of, or affecting the rights of any holder of, the Equity Interests and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and there are fully paid, nonassessable and free of no pre-emptive rights on the part of any holder of any Equity Securities and were issued in full compliance with applicable state and federal securities law and no outstanding options, warrants, rights, equity appreciation, phantom equity or other agreements or commitments of any rights kind obligating any Acquired Company, contingently or otherwise, to issue or sell any of third partiesits Equity Securities. Except as described in for the SEC Filings, all Organizational Documents of the issued Acquired Companies and outstanding shares except as set forth in Section 5.5(a) of capital stock of each Subsidiary have been duly authorized and validly issued and the Disclosure Schedules, (i) there are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights agreements with respect to the voting of any securities equity interests of ZBB. Except as described in the SEC Filings, Acquired Companies or which restrict the transfer of any such equity interests and (ii) there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements contractual obligations of any character under which ZBB Acquired Company to repurchase, redeem or otherwise acquire any equity interests or any of its Subsidiaries is or may be obligated to issue any equity other securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsAcquired Company. (b) ZBB has Except for the Company’s ownership of Admatec and Formatec, no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock Acquired Company owns any stock, partnership interest, joint venture interest or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, interest in any corporation, limited liability company, trust, partnership, joint venture or other business entity. Except as set forth on Section 5.5(b) of the Disclosure Schedules, there are no outstanding preemptive rights, options, warrants, rights, equity appreciation, phantom equity or other agreements or commitments of any kind obligating the Company, contingently or otherwise, to issue or sell any Equity Securities. Except as set forth on Section 5.5(b) of the Disclosure Schedules, the copies of the Organizational Documents of the Acquired Companies, in each case as amended as of the date hereof and made available to Buyer, are true, complete and correct, and no amendments thereto are pending.

Capitalization; Subsidiaries. (a) ZBB has duly There are presently issued by the Company and validly authorized its Subsidiaries and outstanding the shares of capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”)indicated on Schedule 5.8 hereto. All of the issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary of the Company listed is owned of record and beneficially by the entity set forth on such Schedule. The Company and its Subsidiaries have been duly received at least the consideration for which such stock was authorized and validly to be issued and have otherwise complied in all material respects with all legal requirements relating to the authorization and issuance of shares of stock and all such shares are validly issued, fully paid, nonassessable paid and free non-assessable. The Company and its Subsidiaries have no other capital stock of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or class outstanding other adverse claimthan as set forth on Schedule 5.8 hereto. Except as described in set forth on Schedule 5.8 hereto, neither the SEC Filings, no Person Company nor any of its Subsidiaries is entitled to pre-emptive or similar statutory or contractual rights with respect subject to any securities obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of ZBBits equity interests. Except as described in the SEC Filings, there There are no outstanding warrants, options, convertible securities voting trusts or other rights, agreements agreement or arrangements of any character under understandings to which ZBB the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating a party with respect to the securities voting of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any its equity interest in ZBB upon the occurrence of certain eventsinterests. (b) ZBB has no significant subsidiary The only direct or indirect Subsidiaries of the Company are those listed on Schedule 5.8 hereto. Except as set forth on such Schedule, the Company is the record and beneficial owner of all of the equity interests in each of its Subsidiaries listed on such Schedule as being owned by such Company (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than directors' qualifying shares), there are no proxies, irrevocable or otherwise, with respect to any such equity interests, and no equity interests in any of the Subsidiaries disclosed of the Company are or may become required to be issued by reason of any options, warrants, scripts, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, equity interests in the SEC Filingsany such Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of its capital stock, or other equity interests, or debt or equity securities convertible or exchangeable for such equity interests. All of the issued such shares so owned by Company are owned directly or indirectly by it free and outstanding clear of any Liens (other than Liens permitted under Section 8.3 hereof), and all such shares of capital stock or other equity interests of each Subsidiary have been duly and are validly authorized and issued, are fully paid and non-assessable and, (except as otherwise described in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiaries, free and clear for statutory rights of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe assessment for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entitywages owed).

Capitalization; Subsidiaries. (a) ZBB has duly Schedule 3.6(a) sets forth the entire authorized Equity Securities of each Acquired Company and validly authorized capital stock as set forth in the SEC Filings a complete and in the Articles of Incorporation of ZBB, as amended and as in effect correct list as of the Closing Date (the “Articles of Incorporation”). All date hereof of the issued and outstanding shares Equity Securities of ZBB’s capital stock each Acquired Company, including the name of the record owner thereof and the number of Equity Securities held thereby. All of the outstanding Equity Securities of each Acquired Company have been duly authorized and validly issued and are fully paidand, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filings, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain events. (b) ZBB has no significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly and validly authorized and issuedif applicable, are fully paid and non-assessable andassessable. (b) Except as set forth on Schedule 3.6(b), except (i) there are no Contracts (including any options, warrants or similar agreements) obligating any Acquired Company to issue or sell any Equity Securities, (ii) there are no Contracts obligating any Acquired Company with respect to any stock appreciation, phantom stock or similar arrangements, (iii) neither Acquired Company has entered into any stock plan, no Equity Securities have been reserved for issuance and no equity awards (including any restricted shares) with respect to the Acquired Companies have been granted, (iv) neither Acquired Company has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for Equity Securities having the right to vote) on any matter with respect to which holders of Equity Securities have the right to vote. (c) No Acquired Company has any Subsidiaries. (d) Except as otherwise described in set forth on Schedule 3.6(d), no Acquired Company is party to any stockholder agreement or other similar agreement with respect to the SEC Filingsvoting or transfer of any of its Equity Securities. (e) Except as set forth on Schedule 3.6(e), are owned directly by ZBB or through its wholly owned SubsidiariesSeller is the record owner of, and has good and valid title to, the Securities, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entityLiens.

Capitalization; Subsidiaries. (a) ZBB As of the date of this Agreement, Shred-it has duly no Subsidiaries, and validly authorized capital stock holds no shares or other ownership, equity or proprietary interests in any other Person, other than as set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 6(a) of the Closing Date Shred-it / Vendors Disclosure Letter. On the Closing: (the “Articles of Incorporation”). All a) Shred-it will have no Subsidiaries, and will not hold shares or other ownership, equity or proprietary interests in any other Person, other than as set forth in Section 6(a) of the issued Shred-it / Vendors Disclosure Letter; and outstanding shares (b) none of ZBB’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preShred-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as described in the SEC Filings, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBB, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described in the SEC Filings, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of ZBB. Except as described in the SEC Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB it or any of its Subsidiaries is will hold shares or may be obligated to issue other ownership, equity or proprietary interests in any equity other Person. All of the outstanding securities of any kind. Except each Subsidiary set forth in Section 6(a) of the Shred-it / Vendors Disclosure Letter are owned of record and beneficially by Shred-it or one or more of its Subsidiaries, free and clear of all Liens other than (i) prior to Closing, as described disclosed in Section 6(a) of the Shred-it / Vendors Disclosure Letter, (ii) those restrictions on transfer, if any, contained in the SEC FilingsConstating Documents of such Subsidiary and (iii) any restrictions on transfer imposed by applicable provincial, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among ZBB and any of the securityholders of ZBB relating to the state and/or federal securities of ZBB held by them. Except as described in the SEC Filings, the issuance and sale of the Shares pursuant to the Purchase Agreements will not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described in the SEC Filings, ZBB does not have outstanding any shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventsLaws. (b) ZBB has The authorized capital and the number of securities duly issued and outstanding as at the date hereof of each of Shred-it and its Subsidiaries is set forth in Section 6(b) of the Shred-it / Vendors Disclosure Letter. At Closing, except for the Purchased Securities of Shred-it, there will be no significant subsidiary securities of Shred-it issued or outstanding. There is not any Voting Debt or Convertible Securities of Shred-it issued and outstanding. All the outstanding securities of Shred-it and each of its Subsidiaries have been issued in compliance with all Laws. (c) A true, correct and complete copy of any stock option plan of Shred-it or its Subsidiaries have been made available to the Purchasers. Section 6(c) of the Shred-it / Vendors Disclosure Letter sets out, with respect to any options granted under any stock option plan of Shred-it or its Subsidiaries or otherwise, the name of each optionee, the number of options granted to such optionee and the date of grant, the exercise price of each option, the amount of options which have vested in respect of each optionee and the amount of options which have not vested in respect of each optionee. (d) None of Shred-it or its Subsidiaries is a “reporting issuer” (as such term is defined in Rule 1the Securities Act (Ontario)), and there is no published market for the securities of Shred-02(wit or any of its Subsidiaries. (e) Except as set forth in Section 6(e) of Regulation Sthe Shred-X promulgated by the Securities and Exchange Commission (the “SEC”)) other than the it / Vendors Disclosure Letter, there are not any outstanding contractual obligations of Shred-it or any of its Subsidiaries disclosed in the SEC Filings. All of the issued and outstanding shares of to repurchase, redeem or otherwise acquire any capital stock stock, membership interests, partnership interests, joint venture interests or other equity interests of each Subsidiary Shred-it or any of its Subsidiaries. At Closing, no Person will have been duly and validly authorized and issuedany written or oral agreement, are fully paid and non-assessable and, except as otherwise described in the SEC Filings, are owned directly by ZBB option or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities warrant or claims. There is no outstanding option, any right or agreement privilege (whether by law, pre-emptive or contractual) capable of any kind relating to becoming such for: (i) the issuance, sale or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities acquisition of any of the securities of Shred-it or any of its Subsidiaries. Except for ; or (ii) the purchase, acquisition, subscription, allotment or issuance of any unissued securities of Shred-it and its Subsidiaries, ZBB owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business entity.