The execution, delivery and performance by Ecoark and Zest of this Agreement and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of either Zest or Ecoark; (b) conflict with or result in a violation or breach of any provision of any applicable law; or (c) require any additional consents, notices or other actions. No consent, approval, permit, governmental order, declaration or filing with, or notice to, any governmental authority is required by or with respect to Ecoark and Zest in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.