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 cause the Stock being purchased by Purchaser
hereunder to be issued via the Depository Trust Company Deposit Withdrawal Agent
Commission System (“DWAC”) in accordance
with the instructions included on the signature page hereto.

       

      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; Registration. 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.  The issuance and sale of the Stock will be registered pursuant
the Registration Statement on Form S-3 (No. 333-156941) originally filed by ZBB
with the Securities and Exchange Commission (the “Commission”) on January 26,
2009 (the “Registration Statement”). The Registration Statement is effective
under the Securities Act and no stop order preventing or suspending the
effectiveness of the Registration Statement or suspending or preventing the use
of the Prospectus has been issued by the Commission and no proceedings for that
purpose have been instituted or, to the knowledge of the Company, are threatened
by the Commission.

       

      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     Investment
Experience.  Purchaser is an “accredited investor” as defined in
Rule 501(a) under the Securities Act of 1933, as amended (the “Securities
Act”). 

       

      Section
3.3     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.

       

      ARTICLE
4- MISCELLANEOUS

       

      Section
4.1     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
4.2     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.

       

      Section
4.3     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
4.4     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
4.5     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. 

       

      
        
          
          

        

        
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      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:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	DWAC
      Instructions:	 
	 	 	 	 
	 	Broker
      Name:   	 	 
	 	DTC
      Number: 	 	 
	 	Account
      Number: 	 	 


        



      
        
          
          

        

        
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