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 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 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 Xxxxxxx Xxxxx 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. (a) ZBB has duly On the Effective Date, after giving effect to the transactions contemplated hereby to occur on the Effective Date, the authorized Capital Stock of the Parent and validly authorized capital stock DSW and the issued and outstanding Capital Stock of the Parent and DSW 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 5.01(e)(i). All of the issued and outstanding shares of ZBB’s capital stock Capital Stock of the Parent and DSW have been duly authorized and validly issued and are fully paidpaid and nonassessable, nonassessable and free of prethe holders thereof are not entitled to any preemptive, first refusal or other similar rights. With respect to the Parent, there are no securities or instruments containing anti-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 dilution or similar provisions that will be triggered by the SEC Filings, all issuance of the issued and outstanding shares Warrant Stock, except for anti-dilution provisions which have been validly waived on or prior to the date hereof in respect of capital stock the issuance of each Subsidiary have the Warrant Stock. The Warrant Stock has been duly authorized and reserved (or in the case of the DSW Common Stock, has been issued) for issuance upon the exercise of the Warrants and the Conversion Warrants, and upon such exercise, will be validly issued issued, fully paid and are fully paidnon-assessable, nonassessable free from all taxes, liens and free of pre-emptive rightscharges with respect to the issue thereof, were issued in full compliance with applicable state and federal securities law and any will not be subject to preemptive rights or other similar rights of third parties and are owned by ZBBstockholders of the Parent, beneficially and of record, subject to no lien, encumbrance DSW or any other adverse claim. Person. (i) Except as described in on Schedule 5.01(e)(i), as 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 FilingsEffective Date, there are no outstanding warrantsdebt or equity securities of the Parent, options, convertible securities or other rights, agreements or arrangements of any character under which ZBB DSW or any of its their respective Subsidiaries is and no outstanding obligations of the Parent, DSW or may be obligated to issue any equity securities of any kind. Except as described in the SEC Filingstheir respective Subsidiaries convertible into or exchangeable for, there are no voting agreementsor warrants, buy-sell agreements, option or right of first purchase agreements options or other agreements of any kind among ZBB and rights for the purchase or acquisition from the Parent, DSW or any of the securityholders of ZBB relating to the securities of ZBB held by them. Except as described in the SEC Filingstheir respective Subsidiaries, the issuance and sale or other obligations of the Shares pursuant Parent, DSW or any of their respective Subsidiaries to the Purchase Agreements will not obligate ZBB to issue issue, directly or indirectly, any shares of Common Capital Stock or other securities to any other Person (other than the Purchasers) and will not result in the adjustment of the exerciseParent, 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” DSW or any similar arrangement in effect giving any Person the right to purchase any equity interest in ZBB upon the occurrence of certain eventstheir respective Subsidiaries. (bii) ZBB has no significant subsidiary (as such term Schedule 5.01(e)(ii) is defined in Rule 1-02(w) a complete and correct description of Regulation S-X promulgated by the Securities name, jurisdiction of incorporation and Exchange Commission (ownership of the “SEC”)) other than outstanding Capital Stock of each of the Subsidiaries disclosed of the Parent and DSW in existence on the SEC FilingsEffective Date. All of the issued and outstanding shares of capital stock or other equity interests Capital Stock of each Subsidiary the Subsidiaries of the Parent have been duly validly issued and validly authorized and issued, are fully paid and nonnonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, all such Capital Stock is owned by the Parent, DSW or one or more of their respective wholly-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 Liens other than in the issuance, sale or transfer of any capital stock or other equity securities case of the Subsidiaries DSW Common Stock held by the Parent, Liens permitted pursuant to any person or entity except ZBBclause (xvi) of the definition of Permitted Liens, and none in the case of the outstanding shares Capital Stock of capital stock or other equity interests Subsidiaries of any Subsidiary was issued in violation of any preemptive or other rights DSW, such Liens as may exist from time 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 entitytime.

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. (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 has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles All equity interests 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 WPS have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance accordance with applicable state law, statute, ordinance, regulation, administrative interpretation, directive, policy, guidance, guideline, rule or other pronouncement having the effect of law of or by any Governmental Entity, including the rules, regulations and federal securities law and any rights of third parties. Except as described in procedures promulgated by FINRA or the SEC Filingsapplicable to WPS or its business (collectively, all of “Law”). Other than the WPS Interests, WPS does not have any outstanding, authorized or issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paidmembership interests, 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 equity 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 ownership interests (including phantom interests) or other securities to any other Person (other than the Purchasers) and will not result exercisable or exchangeable for or convertible into equity interests in the adjustment WPS. None 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 eventsWPS Interests is certificated. (b) ZBB has no significant subsidiary Aside from the Organizational Documents, there are no: (as such term is defined in Rule 1-02(wi) 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 subscriptions, options, warrants, calls, conversion, exchange, purchase right 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 written contracts or through its wholly owned Subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement rights of any kind obligating any person to issue, transfer, sell or otherwise dispose of, or cause to be issued, transferred, sold or otherwise disposed of, any WPS Interests or any securities convertible into or exchangeable for any WPS Interests; (ii) partnership agreements, voting trusts, proxies or other contracts to which WPS is a party, or by which WPS is bound, relating to any of the issuanceWPS Interests, sale the voting thereof or transfer the nomination of any capital stock managers or other equity securities directors of the Subsidiaries WPS; (iii) obligations, contingent or otherwise, of WPS to repurchase, redeem or otherwise acquire any person or entity except ZBB, and none of the outstanding shares of capital stock or other equity interests of in WPS or any Subsidiary was issued securities convertible into or exercisable or exchangeable for any equity interests in violation of any preemptive WPS or other rights to subscribe for or to purchase plans affecting equity interests in WPS; or acquire (iv) contracts that place any securities restrictions of any kind upon the transfer of the Subsidiaries. Except for the Subsidiaries, ZBB owns no beneficial interestWPS Interests. (c) WPS does not own, directly or indirectly, in any corporationequity, partnership, joint venture membership or similar interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for any such equity, partnership, membership or similar interest, or is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other business entityinvestment in or assume any liability or obligation of, any Person. (The term “Person” as used in this Agreement shall have the same meaning as defined in the Exchange Act in the appropriate context herein.) (d) There are no bonds, debentures, notes or other Indebtedness having general voting rights (or exchangeable or convertible into or exercisable for securities having such rights) of WPS issued and outstanding.

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 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 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.

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. (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 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 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. (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 As of immediately prior to the SEC Filings and in the Articles of Incorporation of ZBBFirst Closing, as amended and as in effect as of the Closing Date (the “Articles of Incorporation”). All of the issued and outstanding shares Securities of ZBB’s capital stock the Company consist solely of the Subject Interests, one hundred percent (100%) of which are owned beneficially and of record by PHH Parent, free and clear of any and all Encumbrances (other than transfer restrictions under the Initial LLC Agreement and applicable federal and state securities Laws). All such membership interests and other Securities (i) 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 Initial LLC Agreement and applicable Laws and (ii) were not obligate ZBB to issue shares of Common Stock or other securities to any other Person (other than the Purchasers) and will not result issued in the adjustment of the exercise, conversion, exchange or reset price violation 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 eventsPreferential Purchase Rights. (b) ZBB Except as contemplated by this Agreement or the Initial LLC Agreement, there are no (i) rights, subscriptions, warrants, options, or other rights to purchase, issue, or otherwise acquire any Securities in the Company, (ii) outstanding contractual obligations to repurchase, redeem, or otherwise acquire any Securities in the Company, or (iii) voting trusts, equityholders agreements, proxies, or other agreements or understandings in effect with respect to the voting or transfer of any Securities of the Company. (c) The Company has no significant subsidiary Subsidiaries and does not own any Securities in any Person. (as such term is defined in Rule 1-02(wd) As of Regulation S-X promulgated by immediately prior to the First Closing, there are no Securities of the Company that are issued and Exchange Commission (the “SEC”)) outstanding other than the Subsidiaries disclosed Subject Interests. Immediately after giving effect to the transactions contemplated to be consummated at the First Closing, FFI will be the sole member of the Company and the holder of all of the Securities of the Company. (e) As of immediately prior to the First Closing, Xxxxxx and its Affiliates (on behalf of PHH Parent) have contributed cash and certain other assets to the Company, including pursuant to the Pre-Closing Reorganization, and no other Person has contributed any cash or other property to the Company. Except for the contributions by Xxxxxx and its Affiliates on behalf of PHH Parent as set forth in the SEC Filings. All preceding sentence, Xxxxxx and its Affiliates have not contributed cash or any other property to the Company. (f) No member of the issued [*] has any further right or interest in or to the Company or any of its tangible or intangible assets, including the Project, the DOE LPO Application and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly Guarantee, 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 SubsidiariesSecond Closing Assets. The [*] has assigned to the Company, free and clear of all liensEncumbrances, encumbrancesall right, equities or claims. There is no outstanding optiontitle, right or agreement of any kind relating and interest in and to the issuanceProject Assets, sale [*] Assignment Agreement. The Company has no further obligations to the [*] with respect to the Company, the Company’s assets, the Project Assets, or transfer of any capital stock or other equity securities of the Subsidiaries Project, including pursuant 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[*] Agreements.

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 The capitalization of the Company is as set forth in on Exhibit F. Except as set forth on Exhibit F, the SEC Filings Company has not issued any capital stock since the date of filing of its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of stock options under equity incentive plans or otherwise, and in pursuant to the Articles conversion and/or exercise of Incorporation of ZBB, as amended and as in effect Common Stock Equivalents outstanding as of the Closing Date (the “Articles date of Incorporation”). All filing of the issued and outstanding shares most recently filed periodic report under the Exchange Act. No Person has any right of ZBB’s capital stock have been duly authorized and validly issued and are fully paidfirst refusal, nonassessable and free preemptive right, right of pre-emptive rights and were issued participation, or any similar right to participate in full compliance with applicable state and federal securities law and any rights of third partiesthe transactions contemplated by the Transaction Documents. 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 Filingsdisclosed on Exhibit F, there are no outstanding options, warrants, optionsscrip rights to subscribe to, convertible securities calls or other rights, agreements or arrangements commitments of any character under whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which ZBB the Company or any of its Subsidiaries Subsidiary is or may be obligated become bound to issue any equity securities additional shares of any kindCommon Stock or Common Stock Equivalents. 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 The issuance and sale of the Shares pursuant to the Purchase Agreements Securities will not obligate ZBB the Company to issue shares of Common Stock or other securities to any other Person (other than the PurchasersSubscribers) and will not result in the adjustment a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any 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 Filingssecurities. 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 the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or other similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the board of directors of the Company or others is required for the issuance and sale of the Securities. Except as disclosed in the SEC Reports, there are no stockholders agreements, voting agreements or other similar agreements with respect to purchase the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or acquire among any securities of the Company’s stockholders. (b) Except as set forth in the SEC Reports and as otherwise required by Law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Articles of Incorporation, Bylaws or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. (c) Exhibit B sets forth a complete list of all of the Subsidiaries, together with their respective jurisdictions of organization, authorized capital stock (to the extent applicable), outstanding equity interests and record ownership thereof. Except for its Subsidiaries and as otherwise set forth in Exhibit B, the SubsidiariesCompany does not own or hold, ZBB owns no beneficial interestbeneficially or of record, directly or indirectly, in any corporation, partnership, joint venture equity or other business entitysecurity of any other Person.

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 Section 2.04(a) of the SPAC Disclosure Letter sets forth a true 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 complete statement as of the Closing Date date of this Agreement of the number and class or series (the “Articles of Incorporation”). All as applicable) of the issued and outstanding shares SPAC Shares and SPAC Warrants. All outstanding Equity Securities of ZBB’s capital stock the SPAC have been duly authorized and validly issued and are fully paid and non-assessable. The issuance of Post-Closing SPAC Shares upon the exercise or conversion, as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in accordance with the terms of such Equity Securities against payment, therefore, be duly authorized, validly issued, fully paid, nonassessable 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 in the SEC Filings, all Section 2.04(a) of the SPAC Disclosure Letter, such Equity Securities (i) were not issued in violation of the Governing Documents of the SPAC or any applicable Law, and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and (ii) are fully paid, nonassessable and free of pre-emptive not subject to any preemptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by ZBBcall option, 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 refusal, subscription rights, transfer restrictions or other agreements similar rights 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 transfer restrictions under applicable Securities Laws or under the PurchasersGoverning Documents of the SPAC) and will were 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 rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Except for the SPAC Shares and SPAC Warrants set forth on Section 2.04(a) of the SPAC Disclosure Letter (subject to any SPAC Shareholder redemptions), immediately prior to Closing, there shall be no other outstanding Equity Securities of the SPAC. Except as disclosed in the SPAC SEC Reports, in Section 2.04(b) of the SPAC Disclosure Letter, as expressly contemplated by this Agreement, the other Transaction Documents or the Transactions or as otherwise mutually agreed to by the Company and the SPAC, there are no outstanding (i) equity appreciation, phantom equity or profit participation rights, or (ii) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the SPAC, and, except as expressly contemplated by this Agreement, the other Transaction Documents or the Transactions or as otherwise mutually agreed in writing by the Company and the SPAC, there is no obligation of the SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the SPAC. Except as disclosed in the SPAC SEC Reports or the SPAC’s Governing Documents, there are no outstanding contractual obligations of the SPAC to repurchase, redeem or otherwise acquire any securities or Equity Securities of the SPAC. Except as disclosed in the SPAC SEC Reports or in Section 2.04(b) of the SPAC Disclosure Letter, there are no outstanding bonds, debentures, notes or other Indebtedness of the SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Shareholders may vote. Except as disclosed in the SPAC SEC Reports or in Section 2.04(b) of the SPAC Disclosure Letter, the SPAC is not a party to any stockholders’ agreement, voting agreement or registration rights agreement relating to the SPAC Shares or any other Equity Securities of the SPAC. The SPAC does not own any Equity Securities in any other Person or have any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or to purchase acquire, or acquire in any way dispose of, any Equity Securities, or any securities or obligations exercisable or exchangeable for or convertible into any Equity Securities, of any such Person. Page 11 of the Subsidiaries. Except for the Subsidiaries104 Agreement and Plan of Merger, ZBB owns by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp. (b) The SPAC has no beneficial interestSubsidiaries and does not own, directly or indirectly, any Equity Securities in any corporationPerson, partnershipwhether incorporated or unincorporated. The SPAC is not party to any Contract that obligates the SPAC to invest money in, joint venture loan money to or make any capital contribution to any other business entityPerson.

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 The Seller owns 25,000 Company Shares. There are no Equity Interests issued or outstanding in the Company other than the Company Shares which are held by the Seller. A true and validly authorized capital stock as complete list of all the Equity Interests issued or outstanding in the Company is set forth in the SEC Filings and in the Articles of Incorporation of ZBB, as amended and as in effect as Section 4.03(a) of the Closing Date (the “Articles of Incorporation”)Company Disclosure Schedule. All of the outstanding Equity Interests in the Company (i) are duly authorized, validly issued, fully paid and nonassessable (keine Nachschusspflichten) and no repayment or refunds, neither openly nor concealed, have been made, and (ii) have been issued and outstanding shares of ZBB’s capital stock have been duly authorized and validly issued and are fully paidgranted in compliance in all material respects with the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, nonassessable and free of pre-emptive “GmbHG”), with all preemptive rights and were issued with other requirements set forth in full compliance with applicable state Contracts to which the Company is a party and federal securities law and any rights of third parties. Except as described in the SEC Filings, all Organizational Documents of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and Company. The Company Shares validly issued and are fully paidexist, nonassessable and free of pre-emptive rightsare, 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 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 articles 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 Subsidiariesassociation, free and clear of all liensLiens, encumbrancesoptions, equities rights of first refusal and limitations on the Company’s voting or claimstransfer rights other than transfer restrictions under applicable securities laws and the Company’s Organizational Documents. There is no outstanding optionUpon transfer to Irish Holdco at the Closing of the Contributed Shares, right or agreement of any kind relating good and valid title to the issuanceContributed Shares will pass to Irish Holdco, sale free and clear of all Liens, options, rights of first refusal and limitations on voting or transfer rights other than transfer restrictions under applicable securities laws and the Company’s Organizational Documents, subject to Irish Holdco having legal capacity and authority to accept such delivery. (b) A true and complete list of any capital stock or other equity securities all the Company Subsidiaries, together with the jurisdiction of incorporation of each Company Subsidiary and the Subsidiaries to any person or entity except ZBB, and none percentage of the outstanding shares Equity Interests (for any German incorporated Company Subsidiary, the most recently published list of capital stock or shareholders) of each Company Subsidiary owned by the Company and each other equity interests of any Subsidiary was issued Company Subsidiary, is set forth in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of any Section 4.03(b) of the SubsidiariesCompany Disclosure Schedule, and there are no Equity Interests issued or outstanding in any Company Subsidiary except as set forth thereon. Except for as set forth in Section 4.03(b) of the SubsidiariesCompany Disclosure Schedule, ZBB owns no beneficial interest, Company Group Member directly or indirectlyindirectly owns any equity or similar interest in, in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or business association or other business entityentity or Person. All of the outstanding Equity Interests of the Company Subsidiaries (i) are duly authorized, validly issued, fully paid and nonassessable and (ii) have been issued and granted in compliance in all material respects with the GmbHG and other applicable Laws and all preemptive rights and other requirements set forth in applicable Contracts to which any Company Subsidiary is a party and the Organizational Documents of the Company Subsidiaries. Except as set forth on Section 4.03(b) of the Company Disclosure Schedule, each outstanding Equity Interest of each Company Subsidiary is owned 100% by the Company or another Company Subsidiary and are free and clear of all Liens, options, rights of first refusal and limitations on any Company Group Member’s voting or transfer rights other than transfer restrictions under applicable securities laws and their respective organizational documents. (c) Except as set forth in Section 4.03(c) of the Company Disclosure Schedule and the Company’s Organizational Documents, there are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued Equity Interests of the Company Group Members or obligating any Company Group Member to issue or sell any shares of Equity Interests of, or other equity or voting interests in, or any securities convertible into or exchangeable or exercisable for Equity Interests in, any Company Group Member. Except as set forth in Section 4.03(c) of the Company Disclosure Schedule and the Company’s Organizational Documents, no Company Group Member is a party to, or otherwise bound by, and no Company Group Member has granted, any equity appreciation rights, participations, phantom equity, restricted shares, restricted share units, performance shares, contingent value rights or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any Equity Interests in any Company Group Member. Except as set forth in Section 4.03(c) of the Company Disclosure Schedule, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements to which any Company Group Member is a party, or among any holder of Equity Interests or other securities of any Company Group Member to which any Company Group Member is not a party, with respect to the voting or transfer of any of the Equity Interests or other securities of any Company Group Member. (d) Except as set forth in Section 4.03(d) of the Company Disclosure Schedule, there are no outstanding contractual obligations of any Company Group Member to repurchase, redeem or otherwise acquire any Equity Interests of any Company Group Member or any other Person, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person other than a Company Subsidiary.

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. As of the date hereof, there are no (a) ZBB has duly and validly authorized capital stock as set forth in the SEC Filings and in the Articles of Incorporation of ZBBand, as amended and as in effect as of the Closing Date Date, except as required or otherwise expressly permitted by this Agreement, the Employee Matters Agreement, the Framework Agreement, or any Contract contemplated thereby or therein, there will be no) (the “Articles of Incorporation”). All of the issued and i) authorized, issued, reserved for issuance or 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 (A) profit participations rights with respect to the Acquirer Entities or any securities of ZBB. Except as described in Subsidiary thereof (after giving effect to the SEC FilingsArgon Reorganization), there are no outstanding warrants, options, convertible (B) securities or other rightsobligations convertible or exchangeable into or exercisable for, agreements or arrangements giving any Person a right to subscribe for or acquire any equity interests of any character under which ZBB the Acquirer Entities or any of its Subsidiaries is Subsidiary thereof (after giving effect to the Argon Reorganization) (including subscriptions, warrants or may be obligated to issue any equity securities options of any kind. Except as described in ), or (C) rights that are linked to the SEC Filingsvalue of all or any portion of the equity interests of the Acquirer Entities or any Subsidiary thereof (after giving effect to the Argon Reorganization) (including restricted stock units, there are no voting agreementsstock-based performance units, buy-sell agreementsstock appreciation rights or “phantom” stock awards), option (ii) obligations, commitments or agreements to which the Acquirer Entities or any Subsidiary thereof (after giving effect to the Argon Reorganization) is a party, to repurchase, redeem or otherwise acquire, or to issue, deliver or sell, or cause to be issued, delivered or sold, any equity interests of the Acquirer Entities or any Subsidiary thereof (after giving effect to the Argon Reorganization) and (iii) outstanding Contracts, rights (including any purchase option, call option, right of first purchase agreements refusal or other preemptive or similar rights), obligations, commitments or agreements of any kind among ZBB and with respect to any equity interests of the Acquirer Entities or any Subsidiary thereof (after giving effect to the Argon Reorganization) to which any of the securityholders of ZBB relating Acquirer Entities or any Subsidiary thereof (after giving effect to the securities of ZBB held by them. Except as described in Argon Reorganization) is a party or otherwise bound (including the SEC Filingsvoting, the issuance and sale registration or transfer 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 the Acquirer Entities or any 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 thereof (after giving effect 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 entityArgon Reorganization)).

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 Wxxxx 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. (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 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 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 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 the “Articles of Incorporation”)Shares. All of the issued and outstanding shares of ZBB’s capital stock Shares have been duly authorized and authorized, 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 assessable, and as of the date hereof are owned beneficially and of record by the Seller, and, except as otherwise described following the Rollover Partial Redemption, shall be owned beneficially and of record by the Seller and the Rollover Holders, in the SEC Filings, are owned directly by ZBB or through its wholly owned Subsidiarieseach case, free and clear of all liensoptions, encumbrancesproxies, equities voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of first refusal or claimsfirst offer, Liens and transfer restrictions, except any transfer restrictions imposed by the Seller’s Organizational Documents, applicable securities Laws, and Liens securing Indebtedness to be satisfied at Closing, and, in each case other than the transactions contemplated by the Contribution Agreements and, if applicable, the Post-Signing Contribution Agreements and, in each case, any related agreements. There is The Seller has the limited liability company right, authority and power to sell, assign and transfer the Shares (and at the Closing, other than the Rollover Shares) to Purchaser. Upon delivery to Purchaser of the Shares (other than the Rollover Shares) at the Closing and Purchaser’s payment of the Estimated Aggregate Purchase Price, Purchaser shall acquire good, valid and marketable title to the Shares (other than the Rollover Shares), free any clear of all options, proxies, voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of first refusal or first offer, Liens and transfer restrictions other than any transfer restrictions imposed by applicable securities Laws and Liens created by Purchaser, and, in each case, other than the transactions contemplated by the Contribution Agreements and, if applicable, the Post-Signing Contribution Agreements and, in each case, any related agreements. Schedule 4.4 sets forth a true and complete list, as of the date hereof, of the name, jurisdiction of organization and the ownership of the authorized, issued and outstanding Equity Securities of each Subsidiary of the Company. All of the issued and outstanding Equity Securities of each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable (or the jurisdictional equivalents), and are owned of record and beneficially (or the jurisdictional equivalents) by the identified member of the Company Group in the respective amounts set forth in Schedule 4.4. Except for the Shares and except as set forth on Schedule 4.4, no outstanding optionmember of the Company Group has issued or agreed to issue any of its Equity Securities or any stock appreciation right, right or agreement phantom stock, interest in the ownership of any kind relating to member of the issuance, sale or transfer of any capital stock Company Group or other equity securities equivalent or equity-based award or right. All of the Subsidiaries to any person or entity except ZBBaforesaid Equity Securities have been offered, sold and none delivered by a member of the Company Group in material compliance with all applicable federal and state securities laws. Except for rights granted to Purchaser under this Agreement or as otherwise contemplated by the Contribution Agreements and, if applicable, the Post-Signing Contribution Agreements, or in each case, any related agreements, or Section 5.1(d), there are no outstanding shares obligations of capital stock the Company Group to issue, sell or other equity interests transfer or repurchase, redeem or otherwise acquire, or that relate to the holding, voting or disposition of or that restrict the transfer of, the issued or unissued Equity Securities of the Company or any Subsidiary was of its Subsidiaries. No Equity Securities of the Company or any of its Subsidiaries have been issued in violation of any preemptive provision of applicable Law, the Organizational Documents of the Company Group or other rights any Contract to subscribe for which the Company or to purchase or acquire any securities of any of its Subsidiaries is a party or by which the SubsidiariesCompany or any of its Subsidiaries is bound. Except for the SubsidiariesSubsidiaries listed on Schedule 4.4, ZBB owns no beneficial interest, member of the Company Group directly or indirectlyindirectly owns any Equity Securities in, in or is under any corporationcurrent obligation to make any loan, partnership, joint venture capital contribution or other business entityinvestment in, any person (other than another member of the Company Group).

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 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. (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. (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 The Purchased Company LLC Interests are all of the Closing Date outstanding Equity Securities of the Company. The Purchased Real Estate LLC Interests are all of the outstanding Equity Securities of the Acquired Real Estate Subsidiaries. (the “Articles of Incorporation”). b) All of the issued and outstanding shares of ZBB’s capital stock Purchased Interests have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were preemptive rights. Except for the Purchased Interests, there are no Equity Securities of the Company or any Acquired Real Estate Subsidiary that are issued in full compliance with applicable state and federal securities law and or outstanding. None of the Company or any Acquired Real Estate Subsidiary have any obligation to repurchase, redeem or otherwise acquire, or to sell or to issue, any Equity Securities thereof. None of the Company or any Acquired Real Estate Subsidiary are a party to any Contract restricting the transfer of, relating to the voting of, requiring registration of, or granting any antidilutive rights, rights of third parties. Except as described in first refusal or preemptive rights that obligates the SEC FilingsCompany or such Acquired Real Estate Subsidiary to issue or deliver, all any Equity Securities thereof or other similar rights for any such Equity Securities. (c) Section 2.4(c) of the Seller Disclosure Schedule lists each of the Company’s Subsidiaries (the “Company Subsidiaries”) as of the date hereof, including its jurisdiction of incorporation, formation or organization, as applicable, issued and outstanding shares Equity Securities and each record holder of capital stock such Equity Securities. Except for the Equity Securities of such Company Subsidiaries, the Company does not own of record or beneficially own any Equity Securities of any Person. No Company Subsidiary owns of record or beneficially owns any Equity Securities of any Person (except for another Company Subsidiary). All of the outstanding Equity Securities of each Company Subsidiary (i) have been been, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state preemptive rights and federal securities law and any rights (ii) are wholly owned 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 record 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 Company 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 Subsidiariesa Company Subsidiary, free and clear of all liens, encumbrances, equities any Lien thereon (except for restrictions on transfer under the Securities Act 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 state securities Laws and 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 SubsidiariesPermitted Liens). Except for the SubsidiariesEquity Securities listed in Section 2.4(c) of the Seller Disclosure Schedule, ZBB owns there are no beneficial interestEquity Securities of any Company Subsidiary issued or outstanding. No Company Subsidiary has any obligation to repurchase, directly redeem or indirectlyotherwise acquire, in or to sell or issue, any corporationEquity Securities of the Company. No Company Subsidiary is a party to any Contract restricting the transfer of, partnershiprelating to the voting of, joint venture requiring registration of, or granting any antidilutive rights, rights of first refusal or preemptive rights that obligate such Company Subsidiary to issue or deliver any Equity Securities of such Company Subsidiary or other business entitysimilar rights for any such Equity Securities. No Acquired Real Estate Subsidiary owns of record or beneficially owns any Equity Securities of any Person. (d) There is no Indebtedness of an Acquired Entity for which the holders thereof have the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which any holder of Equity Securities of an Acquired Entity may vote. (e) As of the Closing, there shall be no accrued or declared, but unpaid, dividends or similar distributions on any Purchased Interests, and no Acquired Entity shall be subject to any obligation (contingent or otherwise) to pay any dividend or otherwise to make any distribution or payment to any current or former holder of any Equity Securities of such Acquired 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.