Common use of SEC Filings; Business Clause in Contracts

SEC Filings; Business. (a) ZBB has made available to the Purchasers through the EXXXX system of the SEC (“EXXXX”), true and complete copies of ZBB’s most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2011 (as amended prior to the date hereof, the “10-K”), and all other reports filed by ZBB pursuant to Sections 13(a), 13(e), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1934 Act”) since the filing of the 10-K and during the twelve (12) months preceding the date hereof (the foregoing materials, including the exhibits thereto and the documents incorporated by reference therein, collectively, the “SEC Filings”). The SEC Filings are the only filings required of ZBB pursuant to the 1934 Act for such period and each SEC Filing was filed in a timely manner. ZBB and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of ZBB and its Subsidiaries, taken as a whole. (b) Any statistical, industry-related and market-related data included or incorporated by reference in the SEC Filings are based on or derived from sources that ZBB reasonably and in good faith believes to be reliable and accurate, and such data agree with the sources from which they are derived.

SEC Filings; Business. (ai) ZBB The Company has made available to the Purchasers Investors through the EXXXX XXXXX system of the SEC (“EXXXXXXXXX”), true and complete copies of ZBBthe Company’s most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2011 2010 (as amended prior to the date hereof, the “10-K”), and all other reports filed by ZBB the Company pursuant to Sections 13(a), 13(e), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1934 Act”) since the filing of the 10-K and during the twelve (12) months preceding the date hereof (the foregoing materials, including the exhibits thereto and the documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, collectively, the “SEC Filings”). The SEC Filings are the only filings required of ZBB the Company pursuant to the 1934 Act for such period and each SEC Filing was filed in a timely manner. ZBB The Company and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of ZBB the Company and its Subsidiaries, taken as a whole. (bii) The statements set forth in each of the SEC Filings describing the Shares, this Agreement and the Purchase Agreements, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects. (iii) Any statistical, industry-related and market-related data included or incorporated by reference in the SEC Filings Registration Statement, the Prospectus or the Prospectus Supplement, are based on or derived from sources that ZBB the Company reasonably and in good faith believes to be reliable and accurate, and such data agree with the sources from which they are derived.

SEC Filings; Business. (ai) ZBB The Company has made available to the Purchasers Investors through the EXXXX system of the SEC (“EXXXX”), true and complete copies of ZBBthe Company’s most recent Annual Report on Form 10-K for the fiscal year ended June 3027, 2011 2010 (as amended prior to the date hereof, the “10-K”), and all other reports filed by ZBB the Company pursuant to Sections 13(a), 13(e), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1934 Act”) since the filing of the 10-K and during the twelve (12) months preceding the date hereof (the foregoing materials, including the exhibits thereto and the documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, collectively, the “SEC Filings”). The SEC Filings are the only filings required of ZBB the Company pursuant to the 1934 Act for such period and each SEC Filing was filed in a timely manner. ZBB The Company and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of ZBB the Company and its Subsidiaries, taken as a whole. (bii) The statements set forth in each of the SEC Filings describing the Shares, this Agreement and the Purchase Agreements, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects. (iii) Any statistical, industry-related and market-related data included or incorporated by reference in the SEC Filings Registration Statement, the Prospectus or the Prospectus Supplement, are based on or derived from sources that ZBB the Company reasonably and in good faith believes to be reliable and accurate, and such data agree with the sources from which they are derived.