EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] 34 Exhibit A Form of Common Warrant (See Attached) 35 Exhibit B Form of Pre-Funded Warrant (See Attached) 36 Exhibit C Form of Lock-Up Agreement (See Attached)
EIN Number. ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Exhibit A Form of Legal Opinion June __, 2011 ZBB Energy Corporation X00 X00000 Xxxxxxxxx Xxx Menomonee Falls, WI 53051 Re: Registration Statement on Form S-3 Filed by ZBB Energy Corporation Gentlemen: We have acted as special counsel to ZBB Energy Corporation, a Wisconsin corporation (the “Company”), in connection with the issuance and sale by the Company of up to [_________] shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Shares”). In accordance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the Company has prepared and filed with the Shares and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 (Registration No. 333-171957) (the “Registration Statement”), including a base prospectus dated March 21, 2011 (the “Base Prospectus”) and a prospectus supplement dated June __, 2011 (the “Prospectus Supplement”) relating to the Shares. The Shares will be sold pursuant to the terms of a securities purchase agreement (the “Purchase Agreement”) between the investors and the Company. In our capacity as special counsel to the Company in connection with the registration of the Shares, we have examined: (i) the Registration Statement, Base Prospectus and Prospectus Supplement; (ii) the Company’s amended articles of incorporation and by-laws; (iii) certain resolutions of the Company’s board of directors; (iv) the Purchase Agreement; (v) such other proceedin...
EIN Number. ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box the above-signed agrees that the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed shall be unconditional and all conditions to Closing in favor of the above-signed shall be disregarded. Notwithstanding the foregoing, in the event the Company accepts the above-signed’s subscription for the Company’s securities and any conditions to Closing contemplated by this Agreement that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) are not satisfied as of the Closing, such deliverable shall be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
EIN Number. If your group does NOT have a 501(c)(3) designation with the IRS, please state the purpose of your group and note that signing this Agreement means that the group will not charge the public for meeting/event participation unless previously approved by the Library Trustees in one of their monthly meetings, and such decision is reflected in their public meeting minutes published on the Xxxxxxxx Memorial Library web site. Purpose of group: Date (s) Desired: From: to (please factor in setup and cleanup times) Room Desired: Nr. Tables Needed: Nr. Chairs Needed: Event Start Time: Anticipated number of attendees: The following is a checklist of items that the signer of this form must initial, indicating an understanding of the item and compliance with the policy. P lease initial ALL items - your r eservation may be canceled without notice if this form is not completed in its entirety. R OOM AVAILABILITY All meetings held must be open to the public as they are subject to the Open Meeting Law. Should special accommodations pursuant to ADA regulations be requested for a non-library sponsored program, the group/sponsor is responsible for providing said accommodations (ex. sign language interpretation). There will be no exclusion from the use of the rooms based on points of view, beliefs, or affiliations of the sponsors or participants provided the event does not interfere with Library operations and safety or violate applicable law. However, use of meeting rooms may be denied to any group or individual by the Library Director for just cause, including, but not limited to, failure to abide by library rules or policies. Appeal of such denial of access may be made in writing to the Board of Library Trustees. Use of the rooms by any group in no way constitutes endorsement of the group’s policies or activities by the Library. Promotional or advertising campaigns directed at profit-making may not be conducted. Rooms may not be used for commercial services or purposes. No attendance fees may be charged. Reasonable charges for materials required for certain programs may be made, subject to the advance approval of the Library Director. Speakers, authors, musicians, performers, or artists at library-initiated programs may offer items related to their presentation for sale to the audience at the event.
EIN Number. ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the Closing Date and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
EIN Number. ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] [EXHIBIT A Form of Warrant] Schedule 3.1(e) Subsidiaries Subsidiary Jurisdiction of Organization APDN (B.V.I.) Inc. British Virgin Islands Applied DNA Sciences Europe Limited United Kingdom Schedule 3.1(f) Organization and Qualification Qualifications of the Company to Conduct Business as Foreign Entity None. Jurisdictions of Organization of Subsidiaries Subsidiary Jurisdiction of Organization APDN (B.V.I.) Inc. British Virgin Islands Applied DNA Sciences Europe Limited United Kingdom Schedule 3.1(j)(v) Filings, Consents and Approvals Consents of or waivers by the following persons:
