THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT...Warrant Agreement • October 27th, 2006 • ZBB Energy Corp • New York
Shares (Plus {________} Shares to cover over-allotments, if any.) ZBB ENERGY CORPORATION COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 27th, 2006 • ZBB Energy Corp • New York
WITNESSETH:Security Agreement • October 27th, 2006 • ZBB Energy Corp • New York
EXHIBIT 1 3,333,333 Shares (Plus up to 500,000 Option Shares to cover over- allotments, if any.) ZBB ENERGY CORPORATION COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2007 • ZBB Energy Corp • Electric services • New York
ContractWarrant Agreement • September 27th, 2013 • ZBB Energy Corp • Electric services
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2012 • ZBB Energy Corp • Electric services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2012, between ZBB Energy Corporation, a Wisconsin corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WITNESSETH:Registration Rights Agreement • October 27th, 2006 • ZBB Energy Corp • New York
ZBB ENERGY CORPORATION and _____________________________________, as Trustee INDENTURE Dated as of ____________________ Providing for the Issuance of Subordinated SecuritiesIndenture • March 30th, 2009 • ZBB Energy Corp • Electric services • New York
INDENTURE, dated as of __________________, between ZBB ENERGY CORPORATION, a corporation duly organized and existing under the laws of the State of Wisconsin (herein called the “Company”), having its principal office at N93 W14475 Whittaker Way, Menomonee Falls, Wisconsin 53051, and _______________________________, a _______________ corporation, as Trustee (herein called the “Trustee”).
ENSYNC, INC. UNDERWRITING AGREEMENT 7,150,000 Shares of Common StockUnderwriting Agreement • June 23rd, 2017 • EnSync, Inc. • Electric services • New York
EnSync, Inc., a Wisconsin corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of 7,150,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 1,072,500 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2011 • ZBB Energy Corp • Electric services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 13, 2011, between ZBB Energy Corporation, a Wisconsin corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
11,520,000 Shares1 ZBB Energy Corporation Common Stock, $0.01 Par Value PURCHASE AGREEMENTPurchase Agreement • August 22nd, 2014 • ZBB Energy Corp • Electric services • New York
ZBB Energy Corporation, a Wisconsin corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 11,520,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 11,520,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to 1,728,000 additional shares of Common Stock, respectively, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
ARTICLE IIEmployment Agreement • October 27th, 2006 • ZBB Energy Corp • Wisconsin
COMMON STOCK PURCHASE WARRANT ZBB ENERGY CORPORATIONCommon Stock Purchase Warrant • March 9th, 2010 • ZBB Energy Corp • Electric services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September __, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZBB Energy Corporation, a Wisconsin corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 15th, 2013 • ZBB Energy Corp • Electric services • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 13, 2013 by and between ZBB ENERGY CORPORATION, a Wisconsin corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
WITNESSETH:Pledge and Escrow Agreement • October 27th, 2006 • ZBB Energy Corp • New York
WITNESSETH:Subsidiary Security Agreement • October 27th, 2006 • ZBB Energy Corp • New York
ZBB ENERGY CORPORATION UNDERWRITER WARRANT [ -----] shares of Common StockWarrant Agreement • April 10th, 2012 • ZBB Energy Corp • Electric services • New York
This UNDERWRITER WARRANT (this “Warrant”) of ZBB Energy Corporation, a corporation, duly organized and validly existing under the laws of the State of Wisconsin (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of __________ 2012 (the “Underwriting Agreement”), between the Company and MDB Capital Group, LLC (the “Underwriter”) relating to a firm commitment public offering (the “Offering”) of ______shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”) underwritten by the Underwriter.
5,500,000 SHARES ZBB ENERGY CORPORATION COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • March 14th, 2014 • ZBB Energy Corp • Electric services • New York
ZBB Energy Corporation, a Wisconsin corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule VII hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 5,500,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriters, up to 825,000 additional shares (the “Additional Shares”) of Common Stock, $.01 par value per share (the “Common Stock”), of the Company (the Firm Shares and the Additional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Securities”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2013 • ZBB Energy Corp • Electric services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2013, between ZBB Energy Corporation, a Wisconsin corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ZBBSubscription and Investment Representation Agreement • October 27th, 2006 • ZBB Energy Corp
NEITHER THE OFFER NOR THE SALE OF THIS WARRANT OR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A NOTE PURCHASE AGREEMENT...Stock Purchase Warrant • October 27th, 2006 • ZBB Energy Corp • New York
ZBB ENERGY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 2012 • ZBB Energy Corp • Electric services • New York
The undersigned, ZBB Energy Corporation, a Wisconsin corporation (collectively with its subsidiaries, if any, and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, if any, or affiliates of the Company, the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”), as follows:
Execution Copy THIS AGREEMENT is made on 9 February 2006 BETWEEN (1) ZBB ENERGY CORPORATION a corporation registered in a Wisconsin and whose principal office is at N93 W14475 Whittaker Way, Menomonee Falls, Wisconsin, USA 53051 (THE "COMPANY"); and...Loan Agreement • October 27th, 2006 • ZBB Energy Corp • London
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 31st, 2010 • ZBB Energy Corp • Electric services • New York
This Amended and Restated Securities Purchase Agreement (“Agreement”) is entered into and effective as of August 30, 2010 (“Effective Date”), by and among ZBB Energy Corporation, a Wisconsin corporation (“Company”), and Socius CG II, Ltd., a Bermuda exempted company (including its designees, successors and assigns, “Investor”).
EXECUTION COPY NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this "AGREEMENT"), dated as of June 14, 2006, by and among ZBB ENERGY CORPORATION, a Wisconsin corporation, (the "COMPANY"), and each of the purchasers set forth on the signature...Note Purchase Agreement • October 27th, 2006 • ZBB Energy Corp • New York
ContractGovernance Agreement • July 14th, 2015 • ZBB Energy Corp • Electric services • Wisconsin
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 2nd, 2012 • ZBB Energy Corp • Electric services • New York
THIS STOCK PURCHASE AGREEMENT (the “Purchase Agreement”) is made and entered into as of February 1, 2012, by and between ZBB Energy Corporation, a Wisconsin corporation (“ZBB”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2013 • ZBB Energy Corp • Electric services • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2013, by and between ZBB ENERGY CORPORATION., a Wisconsin corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractWarrant Agreement • April 17th, 2015 • ZBB Energy Corp • Electric services • Wisconsin
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
FINANCIAL ADVISORY AGREEMENT January 3, 2011Financial Advisory Agreement • January 5th, 2011 • ZBB Energy Corp • Electric services • Texas
ZBB ENERGY CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2014 • ZBB Energy Corp • Electric services • Wisconsin
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into on September 30, 2014, by and between Daniel Nordloh (“you” or “Employee”) and ZBB Energy Corporation (“ZBB” or the “Company”).
ZBB ENERGY CORPORATION NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • September 29th, 2014 • ZBB Energy Corp • Electric services • Wisconsin
This Nonstatutory Stock Option Agreement (this “Agreement”) is executed as of May 19, 2014, by and between ZBB ENERGY CORPORATION, a Wisconsin corporation (the “Company”), and Bradley Hansen (“Employee”).
SUPPLY AGREEMENTSupply Agreement • April 17th, 2015 • ZBB Energy Corp • Electric services • New York
THIS SUPPLY AGREEMENT (this “Agreement”) is entered into as of this ___ day of _______, 2015 (the “Effective Date”), by and between ZBB Energy Corporation, a Wisconsin corporation (“ZBB”), and Solar Power, Inc., a California corporation (“SPI” and, together with ZBB, individually, a “Party” and, collectively, the “Parties”).
ZERO COUPON SECURED SUBORDINATED CONVERTIBLE NOTE DUE AUGUST 31, 2012Zero Coupon Secured Subordinated Convertible Note • May 2nd, 2012 • ZBB Energy Corp • Electric services • New York
THIS ZERO COUPON SECURED SUBORDINATED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Zero Coupon Secured Subordinated Convertible Notes of ZBB Energy Corporation, a Wisconsin corporation (the “Company”), having its principal place of business at N93 W14475 Whittaker Way, Menomonee Falls, WI 53051 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
ENSYNC INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2018 • EnSync, Inc. • Electric services • Wisconsin
THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective February 12, 2018, by and between William Dallapiazza (“you”) and ENSYNC, INC. (“ENSYNC” or the “Company”).
