0001102624-12-000088 Sample Contracts

ZBB ENERGY CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • February 9th, 2012 • ZBB Energy Corp • Electric services • Wisconsin

This Nonstatutory Stock Option Agreement (this “Agreement”) is executed as of November 9, 2011, by and between ZBB ENERGY CORPORATION, a Wisconsin corporation (the “Company”), and Charles W. Stankiewicz (“Employee”).

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ANHUI MEINENG STORE ENERGY CO., LTD. ZBB POWERSAV HOLDINGS LIMITED MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • February 9th, 2012 • ZBB Energy Corp • Electric services

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of November 11, 2011 (the “Effective Date”), by and between ANHUI MEINENG STORE ENERGY CO., LTD., a Chinese limited liability company (the “Company”) and ZBB POWERSAV HOLDINGS LIMITED, a Hong Kong limited liability company (“Hong Kong Holdco”). The Company and Hong Kong Holdco are referred to collectively herein as the “Parties” and individually as a “Party”.

ANHUI MEINENG STORE ENERGY CO., LTD. ZBB POWERSAV HOLDINGS LTD. LICENSE AGREEMENT
License Agreement • February 9th, 2012 • ZBB Energy Corp • Electric services

This LICENSE AGREEMENT (the “License Agreement”) is made and entered into as of November 11, 2011 (“License Effective Date”), by and between ZBB POWERSAV HOLDINGS LTD., a Hong Kong limited liability company (“Hong Kong Holdco”), and ANHUI MEINENG STORE ENERGY CO., LTD., a Chinese limited liability company (the “Company”). Hong Kong Holdco and the Company are referred to collectively herein as the “Parties” and individually as a “Party.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 9th, 2012 • ZBB Energy Corp • Electric services • Wisconsin

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 13, 2011 is entered into by and among ZBB Energy Corporation, a Wisconsin corporation (the “Company”), and the stockholders of the Company signatory hereto (each a “Stockholder” and collectively, “Stockholders”).

Mr. Charles W. Stankiewicz
ZBB Energy Corp • February 9th, 2012 • Electric services • Wisconsin

On behalf of the President and Chief Executive Officer of ZBB Energy Corporation (“ZBB”), I am delighted to invite you to join our company as its Executive Vice President-Operations, and as a member of our Board of Directors. This letter agreement sets forth the terms of your employment.

ANHUI MEINENG STORE ENERGY CO., LTD. SUPPLEMENTAL AGREEMENT TO THE JOINT VENTURE AGREEMENT
Joint Venture Agreement • February 9th, 2012 • ZBB Energy Corp • Electric services

This Supplemental Agreement to the Joint Venture Agreement (hereinafter as this “Agreement”) is entered into on November 15, 2011 by and between (i) ZBB POWERSAV HOLDINGS LIMITED, a Hong Kong limited liability company (“Hong Kong Holdco”) and (ii) ANHUI XINDONG INVESTMENT MANAGEMENT CO., LTD., a Chinese limited liability company (“China JV”). Hong Kong Holdco and the China JV are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”

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