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
WITNESSETH:Registration Rights Agreement • October 27th, 2006 • ZBB Energy Corp • New York
ARTICLE IIEmployment Agreement • October 27th, 2006 • ZBB Energy Corp • Wisconsin
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
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
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
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
GUARANTY AGREEMENT THIS GUARANTY AGREEMENT ("GUARANTY") is made June 14, 2006 by the undersigned (each hereinafter referred to as a "GUARANTOR" and collectively, the "GUARANTORS"), in favor of the purchasers (each a "BUYER" and collectively the...Guaranty Agreement • October 27th, 2006 • ZBB Energy Corp • New York
WITNESSETH:Validity and Support Guaranty • October 27th, 2006 • ZBB Energy Corp • New York
November 9, 2005 Robert Parry Chief Executive Officer ZBB Energy Corporation N93 W 14475 Whittaker Way Menomonee Falls, WI 53051 Dear Mr. Parry: This letter (the "AGREEMENT") constitutes the agreement between ZBB Energy Corporation (the "Company") and...Placement Agent Agreement • October 27th, 2006 • ZBB Energy Corp • New York
October 5, 2006 ZBB Energy Corporation N93 W14475 Whittaker Way Menomonee Falls, WI 53051 Attention: Robert Parry Re: Convertible Debenture (the "Debenture") dated February 28, 2006 between ZBB Energy (the "Company") and Montgomery Equity Partners...Convertible Debenture Moratorium Agreement • October 27th, 2006 • ZBB Energy Corp
