0000950123-07-007424 Sample Contracts

LOCK-UP AGREEMENT
Lock-Up Agreement • May 14th, 2007 • ZBB Energy Corp • Electric services • New York

The undersigned understands that you, as Representatives of the several underwriters (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ZBB Energy Corporation (the “Company”) providing for the public offering (the “Public Offering”) by the Underwriters, including yourself, of common stock of the Company (the “Common Stock”).

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Contract
Exercise Agreement • May 14th, 2007 • ZBB Energy Corp • Electric services • New York

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 BE SOLD, OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR SAID LAWS.

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