0001437749-15-007564 Sample Contracts

GOVERNANCE AGREEMENT
Governance Agreement • April 17th, 2015 • Solar Power, Inc. • Semiconductors & related devices • Wisconsin

THIS GOVERNANCE AGREEMENT (this “Agreement”), by and between ZBB Energy Corporation, a Wisconsin corporation (the “Company”), and Solar Power, Inc. and its affiliates (the “Investor”) is entered into as of this and the Company entered into ______, 2015.

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Contract
Solar Power, Inc. • April 17th, 2015 • Semiconductors & related devices • 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.

SUPPLY AGREEMENT
Supply Agreement • April 17th, 2015 • Solar Power, Inc. • Semiconductors & related devices • 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”).

Godo Kaisha (“G.K.”) interest sale and purchase agreement By and between SPI Solar Japan G.K., As Purchaser, And RE Capital Pte. Ltd, As Seller, Date as of 15th April, 2015
Solar Power, Inc. • April 17th, 2015 • Semiconductors & related devices

RE Capital Pte. Ltd., a company incorporated under a laws of Singapore having its official address at 133 New Bridge Road #25-08, Chinatown point, Singapore (hereinafter called seller),

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 17th, 2015 • Solar Power, Inc. • Semiconductors & related devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 17, 2015, by and between ZBB Energy Corporation, a Wisconsin corporation (the “Company”), and Solar Power, Inc., a California corporation (the “Purchaser”).

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