Unassociated Document


    STOCK
PURCHASE AGREEMENT

     

                
THIS STOCK PURCHASE AGREEMENT (the “Purchase Agreement”) is made and entered
into as of October 12, 2010, by and between ZBB Energy Corporation, a Wisconsin
corporation (“ZBB”), and
_________________________  (“Purchaser”).

     

    ARTICLE
1 - SALE OF STOCK

     

    Section
1.1          Sale of Stock. 
Subject to the terms and conditions of this Purchase Agreement, on the date
hereof ZBB agrees to issue and sell to Purchaser, and Purchaser agrees to
purchase from ZBB, ___________ shares of ZBB’s Common Stock (the “Stock”) at a
purchase price of $0.431 per share for an aggregate purchase price of
$_______.

     

    Section
1.2          Closing.  Purchaser
shall purchase the Stock at a closing that shall occur at a mutually agreed upon
date within three (3) business days of the execution of this Purchase
Agreement.  At the closing, Purchaser will pay the purchase price for
the Stock to ZBB and ZBB will deliver to Purchaser a certificate representing
the Stock being purchased by Purchaser hereunder.

     

    ARTICLE
2 - REPRESENTATIONS AND WARRANTIES OF ZBB

     

    ZBB
hereby represents and warrants to Purchaser as follows:

     

    Section
2.1           Organization. 
ZBB is a corporation duly organized, validly existing and in good standing under
the laws of the State of Wisconsin.

     

    Section
2.2          Valid Issuance of Common
Stock. The Stock is duly authorized, validly issued, fully paid and
non-assessable and is free and clear of all liens and encumbrances other than
restrictions on transfer imposed by applicable securities laws.

     

    Section
2.3          Authority.  ZBB
has all requisite corporate power and authority to enter into this Purchase
Agreement and to consummate the transactions contemplated
hereby.  This Purchase Agreement has been duly executed and delivered
by ZBB, and constitutes the valid and binding obligation of ZBB, enforceable in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting the enforcement of creditors’ rights generally and by
general principles of equity. 

     

    ARTICLE
3 - REPRESENTATIONS AND WARRANTIES OF PURCHASER

     

                Purchaser
hereby represents and warrants to ZBB as follows:

     

    Section
3.1          Authority. 
Purchaser has all requisite power and authority to enter into this Purchase
Agreement and to consummate the transactions contemplated hereby.  This
Purchase Agreement has been duly executed and delivered by Purchaser, and
constitutes the valid and binding obligation of Purchaser, enforceable in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting the enforcement of creditors’ rights generally and by
general principles of equity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
3.2          Purchase Entirely for Own
Account.  The Stock is being acquired by Purchaser for investment
for Purchaser’s own account, not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof, and Purchaser has no present
intention of selling, granting any participation in, or otherwise distributing
the same.  Purchaser further represents that he does not presently have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant any participation with respect to any of the
Stock.

     

    Section
3.3          Investment
Experience.  Purchaser is an “accredited investor” as defined in
Rule 501(a) under the Securities Act of 1933, as amended (the “Securities
Act”).  Purchaser is aware of ZBB’s business affairs and financial
condition and has had access to and has acquired sufficient information about
ZBB to reach an informed and knowledgeable decision to acquire the Stock. 
Purchaser has such business and financial experience as is required to give him
the ability to protect his own interests in connection with the purchase of the
Stock.

     

    Section
3.4          Ability to Bear
Risk.  Purchaser is able to bear the economic risk of his
investment in the Stock for an indefinite period of time and Purchaser
understands that the Stock has not been registered under the Securities Act and
cannot be sold unless subsequently registered under the Securities Act or an
exemption from such registration is available.  Purchaser acknowledges
that he could bear a complete or significant loss of his investment in the
Stock.

     

    Section
3.5          Access to
Information.  Purchaser has had an opportunity to ask questions
and receive answers concerning the terms and conditions of the offering of Stock
and has had full access to such other information concerning ZBB as Purchaser
has requested.

     

    Section
3.6          Restricted
Securities.  Purchaser understands that the Stock is
“restricted” under applicable U.S. federal and state securities laws inasmuch as
it is being acquired from ZBB in a transaction not involving a public offering
and that, pursuant to these laws and applicable regulations, Purchaser must hold
the Stock indefinitely unless it is registered with the Securities and Exchange
Commission (the “SEC”), and qualified by state authorities, or an exemption from
such registration and qualification requirements is available.  Purchaser
further acknowledges that if an exemption from registration or qualification is
available, it may be conditioned on various requirements including the timing
and manner of sale, the holding period for the Stock, and on requirements
relating to ZBB which are outside of Purchaser’s control, and which ZBB is under
no obligation and may not be able to satisfy.  In this connection,
Purchaser represents that he is familiar with Rule 144 promulgated under the
Securities Act, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act.

     

    Section
3.7           Legends. 
Purchaser understands that the Stock, and any securities issued in respect
thereof or exchange therefor, may bear the following legends:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (a)        
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  THESE
SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.”

     

    (b)       
Any legend required by the Blue Sky laws of any state to the extent such laws
are applicable to the shares represented by the certificate so
legended.

     

    ARTICLE
4- MISCELLANEOUS

     

    Section
4.1          Transfers in Violation of
Purchase Agreement.  Any transfer or attempted transfer of any
Stock in violation of any provision of this Purchase Agreement shall be null and
void, and ZBB shall not record such transfer on its books or treat any purported
transferee of such Stock as the owner of such securities for any
purpose.

     

    Section
4.2           Governing Law. 
This Purchase Agreement shall be governed in all respects by the laws of the
State of Wisconsin (without reference to its conflicts of laws
principles).

     

    Section
4.3          Successors and
Assigns.  Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto;
provided, that the rights of Purchaser under this Purchase Agreement shall not
be assignable except in connection with a transfer of Stock expressly permitted
by the terms of this Purchase Agreement.

     

    Section
4.4           Entire
Agreement.  This Purchase Agreement constitutes the full and entire
understanding and agreement among the parties with regard to the subjects hereof
and thereof.

     

    Section
4.5          Remedies.  Each
of the parties to this Purchase Agreement will be entitled to enforce its rights
under this Purchase Agreement specifically, to recover damages and costs
(including reasonable attorneys’ fees) caused by any breach of any provision of
this Purchase Agreement and to exercise all other rights existing in its
favor.

     

    Section
4.6           Counterparts. 
This Purchase Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

    

    IN
WITNESS WHEREOF, the parties have executed this Purchase Agreement as of the day
and year set forth in the first paragraph hereof.

     

    
       

      
        
          	 
      	ZBB
      ENERGY CORPORATION	 
	 
      	 	 
      	 
	 	 	 	 
	 	By:	 	 
	 	
                  Name:

                	 	 
	 	
                  Title:

                	 	 
	 	 	 	 
	 	 	 	 
	 
      	
                  Address:

                  
N93
      W14475 Whittaker Way 
Menomonee
      Falls, WI 53051 
Attn:
      Scott Scampini

                	 
	 
      	 	
                   

                	 
	 	 	 	 
	 	 	 
	 	Purchaser	 
	 	 	 	 
	 	 	 
	 	Signature
      of Purchaser	 
	 	 	 	 
	 	 	 
	 	Title,
      if Purchaser is an entity	 
	 	 	 	 
	 	 	 	 


        

      

      
        
          	 	Address:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 


        

         

         

        
          
            
            

          

          
            4