EX-4.3



 





Exhibit 4.3









March 14, 2007




ZBB Energy Corporation

N93 W14475 Whittaker Way

Menomonee Falls, Wl 53051




Attention: Robert Parry





			
	     Re:	 	Convertible Debenture (the “Debenture”) dated February 28, 2006
between ZBB Energy (the “Company”) and Montgomery Capital Partners Ltd. (the
“Investor”)





          Reference is hereby made to the letter agreement dated as of October 5, 2006, in regards to
the Company’s request for a moratorium on conversions related to the Convertible Debenture dated
February 28, 2006. The Investor hereby confirms that since October 5, 2006 it has not converted any
portion of the Convertible Debenture. In addition, the Investor and the Company hereby amends,
restates and revises said agreement as follows:




          The Investor hereby agrees to not convert any portion of the Debenture until June 1, 2007 (the
“Moratorium Period”). In consideration therefore, the parties agree that:





	•	 	Until repayment of the Debenture, the Company will make cash payments of $25,000 per month
due on the eighteenth day of each month beginning as of February 18, 2007, provided that all
or any portion of such monthly payments may be deferred by the Company until the earlier of
(1) completion of the Company’s initial public offering, (2) completion of another Financing
Transaction (as defined in the Debenture) or (3) June 1, 2007. The Company acknowledges that
no payment was made on February 18, 2007 and no payment has been made subsequent to that date.
Such payments shall not be deemed a payment of principal or accrued interest under the
Debenture.






	•	 	The Company represents that none of its directors or executive officers will sell shares held
by them during the Moratorium Period. In addition, no other convertible note holder or warrant
holder may sell any shares underlying any convertible notes or issuable upon exercise of their
warrants during the foregoing period.





	 	 	 	 	 
	101 Hudson Street — Suite 3700
	 	Jersey City, NJ 07302
	 	Tel: (201) 985-8300 / Facsimile: (201) 985-8266






 









 












	•	 	The parties have consented to the reverse split which shall take place
contemporaneously with the effective date of the registration statement described in the
next sub-paragraph of this letter agreement.






	•	 	The Company will provide the Investor with copies of all documentation associated with
the proposed initial public offering registration statement to be filed with the United
States Securities and Exchange Commission.






	•	 	The parties agree that upon closing the proposed public offering (or any other
sufficient Financing Transaction, as defined in the Debenture dated February 28, 2006), the
proceeds will be used to redeem the Debentures, as adjusted, at the Redemption Rate as
defined in the Debenture. The Company shall also redeem the Warrants for $150,000 (the
“Warrant Redemption Price”) if so requested by the Investor. The Warrant Redemption Price
shall be paid, at the sole option and discretion of the Company, either in cash or in whole
or in part by delivery of that number of shares of common stock of the Company calculated
in accordance with Section 8.5 of the Debenture; provided, however, that in the event that
the Company elects to pay the Warrant Redemption Price in shares of its common stock, it
shall cause such common stock to be registered for resale under the Securities Act of 1933,
as amended, within 3 months from the date of issuance of such shares.






	•	 	The Company agrees that it shall issue all shares that it is required to issue upon
repayment of the Debenture as provided in Section 7.4 of the Debenture.






	•	 	The Company agrees that upon material default of any items mentioned above, the
Investor will be allowed to convert as originally outlined in the original Financing
Agreement.






	•	 	The Debenture shall only be deemed modified and in forbearance without default to the
extent set forth herein during the extension period following the date of execution hereof
by both parties and thereafter the provisions of the Debenture shall continue. All other
provisions of the Debenture and rights and remedies of the parties as per the original
Debenture remain in full force and effect as set forth in the Debenture during said
extension period.





[continued on next page]




	 	 	 	 	 	 	 	 	 
	101 Hudson Street — Suite 3700
	 	Jersey City, NJ 07302	 	Tel: (201) 985-8300 / Facsimile: (201) 985-8266






 









 











	 	 	 
	Signed and Agreed to by
	 	Signed and Agreed to by
	 
	 	 
	/s/ Robert
Parry
	 	
	 
	 	 
	Robert Parry
	 	Mark Angelo
	ZBB Energy Corporation Ltd.
	 	Montgomery Capital Partners Ltd.






	 	 	 	 	 	 	 	 	 
	101 Hudson Street — Suite 3700
	 	Jersey City, NJ 07302	 	Tel: (201) 985-8300 / Facsimile: (201) 985-8266