Exhibit
10.2

     

    REGISTRATION
RIGHTS AGREEMENT

     

    THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of January 21st, 2011
is entered into by and among ZBB Energy Corporation, a Wisconsin corporation
(the “Company”), and Tier Electronics, LLC (“Stockholder”).

     

    WHEREAS,
this Agreement is entered into in connection with the issuance of shares of the
Company’s common stock (the “Common Stock”) to Stockholder as contemplated by
that certain Asset Purchase Agreement dated as of the date hereof (the “Asset
Purchase Agreement”);

     

    WHEREAS,
in accordance with the Asset Purchase Agreement the Company agreed to provide
Stockholder the registration rights set forth in this Agreement with respect to
the Common Stock; and

     

    WHEREAS,
the execution and delivery of this Agreement is a condition to closing under the
Asset Purchase Agreement;

     

    NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

     

    
      	
              1.

            	
              Definitions.

            


    

     

    Holder:  Stockholder
so long as Stockholder owns any Registrable Securities and any of such
Stockholder’s respective successors and assigns who acquire rights in accordance
with this Agreement with respect to Registrable Securities, directly or
indirectly from such Stockholder, or from such other successor and assign, and
who agree in writing, in form and substance satisfactory to the Company, to be
bound hereby.

     

    Registration
Expenses:  Any and all reasonable expenses actually incurred
incident to performance of or compliance with this Agreement other than
underwriting and brokerage discounts and commissions, all fees and expenses of
counsel for any Holder or Holder, transfer taxes and other expenses, if any,
relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to a Registration Statement.

     

    Registrable
Securities:  All or part of the shares of Common Stock issued
to Stockholder pursuant to the Asset Purchase Agreement; provided, however, that
shares of Common Stock shall not be Registrable Securities if and to the extent
that (i) a Registration Statement with respect to such Common Stock shall have
been declared effective under the Securities Act and such shares of Common Stock
shall have been disposed of in accordance with such Registration Statement, (ii)
such shares of Common Stock may be distributed to the public in accordance with
Rule 144 (or any successor provision) promulgated under the Securities Act, or
(iii) such shares of Common Stock shall have been otherwise transferred and new
shares of Common Stock, which do not bear restrictions against further transfer,
shall have been issued by the Company.

     

    Registration
Statement:  Any registration statement of the Company filed
with the SEC Which applies to any of the Registrable Securities (in whole or in
part), including the prospectus included therein, all amendments and any
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SEC:  The
United States Securities and Exchange Commission.

     

    Securities
Act:  The Securities Act of 1933, as amended from time to time,
or any successor statute, and the rules and regulations of the SEC thereunder,
all as in effect at the time.

     

    
      	
              2.

            	
              Registration under the
      Securities Act:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Right to
      Piggyback.  Subject to Sections 2(c) hereof, if at any time
      during the six month period commencing upon the date hereof, the Company
      proposes to file a Registration Statement under the Securities Act with
      respect to any offering of shares of Common Stock by the Company for its
      own account and/or on behalf of any of its security holders and the
      registration form to be used may be used for the registration of
      Registrable Securities (other than (i) a registration on Form S-8 or S-4
      or any successor form, (ii) a registration relating to a transaction
      subject to Rule 145 under the Securities Act, (iii) any registration of
      securities as it relates to an offering and sale to management of the
      Company pursuant to any employee stock plan or other employee benefit plan
      arrangement or (iv) any registration pursuant to the Amended and Restated
      Securities Purchase Agreement dated August 30, 2010 between the Company
      and Socius CG II, Ltd.) then, as soon as practicable (but in no event less
      than twenty (20) days prior to the proposed date of filing such
      Registration Statement), the Company shall give written notice of such
      proposed filing to the Holder, and such notice shall offer the Holder the
      opportunity to register such number of Registrable Securities as the
      Holder may request (a “Registration Request“).  Subject to Section
      2(c), the Company shall include in such Registration Statement all
      Registrable Securities requested within fifteen (15) days after the
      receipt of any such notice (which request shall specify the Registrable
      Securities intended to be disposed of by the Holder) to be included in the
      registration for such offering pursuant to a Registration Request;
      provided, however, that if, at any time after giving written notice of its
      intention to register shares of Common Stock and prior to the effective
      date of the Registration Statement filed in connection with such
      registration, the Company shall determine for any reason not to register
      or to delay registration of such shares of Common Stock, the Company may,
      at its election, give written notice of such determination to the Holder
      of Registrable Securities and, thereupon, (i) in the case of a
      determination not to register, shall be relieved of its obligation to
      register any Registrable Securities in connection with such registration,
      and (ii) in the case of a determination to delay registering, shall be
      permitted to delay registering any Registrable Securities, for the same
      period as the delay in registering such shares of Common
      Stock.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Expenses. 
      The Registration Expenses of the Holder of Registrable Securities will be
      paid by the Company in a Registration Request.  Underwriting or
      brokerage discounts and commissions, transfer taxes, if any, and any
      expenses of the Holder for counsel relating to the sale or disposition of
      such Holder’s Registrable Securities pursuant to such Registration
      Statement shall be borne by the
Holder.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Underwriter’s
      Cutback.  Notwithstanding Section 2(a), if a Registration
      Request involves an underwritten offering being made on behalf of the
      Company, and the managing underwriter or underwriters advise the Company
      in writing that in their opinion the number of shares of Common Stock
      requested to be included in such registration exceeds the number which can
      be sold in such offering or would be reasonably likely to adversely affect
      the price or distribution of the shares of Common Stock offered in such
      offering or the timing thereof, then the shares of Common Stock to be
      included in such registration shall be the number of shares of Common
      Stock, adjusted on a pro rata basis, that, in the opinion of such
      underwriter or underwriters, can be sold without an adverse effect on the
      price, timing or distribution of the shares of Common Stock to be
      included.

            


    

     

    
      	
              3.

            	
              Registration
      Procedures.  In connection with the Company’s obligations
      under Section 2 hereof, the Company shall use it best efforts to effect or
      cause to be effected the registration of the Registrable Securities under
      the Securities Act to permit offers and sales in accordance with the
      intended method or methods of distribution thereof.  The Company may
      require Stockholder to use Stockholder’s best efforts to furnish to the
      Company such information regarding the distribution of the Registrable
      Securities as the Company may from time to time reasonably request in
      writing.  In addition, and as a condition to Stockholder’s right
      pursuant to Section 2(a), Stockholder shall execute such underwriting
      agreement and otherwise sell the Registrable Securities on the same terms
      as applicable to the offering of shares pursuant to such registration
      generally.

            


    

     

    
      	
              4.

            	
              Indemnification.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company agrees to indemnify, to the extent permitted by law, each Holder
      of Registrable Securities, its officers and directors and each person or
      entity who controls such Holder (within the meaning of the Securities Act)
      against all losses, claims, damages, liabilities and expenses caused by
      any untrue or alleged untrue statement of material fact contained in any
      registration statement, prospectus or preliminary prospectus or any
      amendment thereof or supplement thereto or any omission or alleged
      omission of a material fact required to be stated therein or necessary to
      make the statements therein not misleading, except insofar as the same are
      caused by or contained in any information furnished in writing to the
      Company by such Holder expressly for use therein or by such Holder’s
      failure to deliver a copy of the registration statement or prospectus or
      any amendments or supplements thereto after the Company has furnished such
      holder with a sufficient number of copies of the same.  In connection
      with an underwritten offering, the Company will indemnify such
      underwriters, their officers and directors and each person or entity who
      controls such underwriters (within the meaning of the Securities Act) to
      the same extent as provided above with respect to the indemnification of
      the Holder of Registrable
Securities.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              In
      connection with any registration statement in which a Holder of
      Registrable Securities is participating, each such Holder will furnish to
      the Company in writing such information and affidavits as the Company
      reasonably requests for use in connection with any such registration
      statement or prospectus and, to the extent permitted by law, will
      indemnify the Company, its directors and officers and each person or
      entity who controls the Company (within the meaning of the Securities Act)
      against any losses, claims, damages, liabilities and expenses resulting
      from any untrue or alleged untrue statement of material fact contained in
      the registration statement, prospectus or preliminary prospectus or any
      amendment thereof or supplement thereto or any omission or alleged
      omission of a material fact required to be stated therein or necessary to
      make the statements therein not misleading, but only to the extent that
      such untrue statement or omission is contained in any information or
      affidavit so furnished in writing by such Holder; provided that the
      obligation to indemnify will be several, not joint and several, among such
      Holder of Registrable Securities and the liability of each such Holder of
      Registrable Securities will be in proportion to and limited to the net
      amount received by such Holder from the sale of Registrable Securities
      pursuant to such registration
statement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      person or entity entitled to indemnification hereunder will (i) give
      prompt written notice to the indemnifying party of any claim with respect
      to which it seeks indemnification; provided, however, that failure to give
      such notice will not prejudice such person’s or entity’s right to
      indemnification from the indemnifying party, except as to any losses
      suffered by such person or entity which are attributable to such person’s
      or entity’s failure to promptly give such notice to such indemnifying
      party and (ii) unless in such indemnified party’s reasonable judgment a
      conflict of interest between such indemnified and indemnifying parties may
      exist with respect to such claim, permit such indemnifying party to assume
      the defense of such claim with counsel reasonably satisfactory to the
      indemnified party.  The indemnifying party will not be subject to any
      liability for any settlement made by the indemnified party without its
      consent (but such consent will not be unreasonably withheld).  An
      indemnifying party who is not entitled to, or elects not to, assume the
      defense of a claim will not be obligated to pay the fees and expenses of
      more than one counsel for all parties indemnified by such indemnifying
      party with respect to such claim, unless in the reasonable judgment of any
      indemnified party a conflict of interest may exist between such
      indemnified party and any other of such indemnified parties with respect
      to such claim.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      indemnification provided for under this Agreement will remain in full
      force and effect regardless of any investigation made by or on behalf of
      the indemnified party or any officer, director or controlling person or
      entity of such indemnified party and will survive the transfer of
      securities and the termination of this Agreement.  The Company also
      agrees to make such provisions as are reasonably requested by any
      indemnified party for contribution to such party in the event the
      Company’s indemnification is unavailable for any
  reason.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Amendments and
      Waivers.  The provisions of this Agreement, including the
      provisions of this sentence, may not be amended, modified or supplemented,
      and waivers or consents to departures from the provisions hereof may not
      be given, unless the Company has obtained the written consent of the
      Holder to such amendment, modification, or supplement or waiver or
      consents to such departures.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notices.  All
      notices and other communications provided for or permitted under this
      Agreement shall be in writing and given in accordance with the notice
      provision in the Asset Purchase
Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Governing
      Law.  This Agreement shall be governed by and construed
      in accordance with the internal laws of the State of
      Wisconsin.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Severability.  In
      the event that any one or more of the provisions contained herein, or the
      application, thereof in any circumstance, is held invalid, illegal or
      unenforceable, the validity, legality and enforceability of any such
      provision in every other respect and of the remaining provisions contained
      herein shall not be affected or impaired
  thereby.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Successors and
      Assigns.  All covenants and agreements in this Agreement
      by or on behalf of any of the parties hereto will bind and inure to the
      benefit of the respective permitted successors and assigns of the parties
      hereto whether so expressed or not.  In addition, whether or not
      any express assignment has been made, the provisions of this Agreement
      which are for the benefit of purchasers or other permitted holders of
      Registrable Securities are also for the benefit of, and enforceable by,
      any subsequent permitted holder of Registrable Securities.  The
      registration rights of the Holder under this Agreement may be transferred
      to any transferee who lawfully acquires Registrable Securities; provided,
      however, that the Company is given written notice by the Holder at the
      time of such transfer stating the name and address of the transferee and
      identifying the securities with respect to which the rights under this
      Agreement are being assigned; and provided, further, that such transferee
      is a person who is reasonably satisfactory to the Company and executes an
      agreement in writing agreeing to be bound by the provisions of this
      Agreement.

            


    

     

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    IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.

     

    
      
        	
                TIER
      ELECTRONICS LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Jeffrey Reichard

              
	 
      	
                Jeffrey
      Reichard, President

              
	 
      	 
      
	
                ZBB
      ENERGY CORPORATION

              
	 
      	 
      
	
                By:

              	
                /s/ Eric C. Apfelbach

              
	 
      	
                Eric
      C. Apfelbach, President

              
	 
      	
                and
      Chief Executive Officer

              


      

    

     

    
      [Registration
Rights Agreement]