Common use of Future Transactions Clause in Contracts

Future Transactions. If within the 24-month period following consummation of the Offering, the Company or any of its Subsidiaries or Affiliates (i) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (or any Affiliate designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇) shall have the right of first refusal to act as the Company’s exclusive financial advisor for any such transaction; or (ii) decides to finance or refinance any indebtedness using a manager or agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (or any Affiliate designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇) shall have the right of first refusal to act sole investment banker, sole book-runner and/or sole placement agent, at ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ sole discretion, with respect to such financing or refinancing; or (iii) decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (or any Affiliate designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇) shall have the right of first refusal to act as exclusive financial advisor, sole investment banker, sole book-runner and/or sole placement agent, at ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ sole discretion, for such financing (each case a “Subject Transaction” and ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ “Right of First Refusal”). If ▇▇▇▇▇▇ ▇▇▇▇▇▇ or one of its Affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for fees customary to ▇▇▇▇▇▇ ▇▇▇▇▇▇ for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any such offering and the economic terms of any such participation. The Company shall notify ▇▇▇▇▇▇ ▇▇▇▇▇▇ of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof to ▇▇▇▇▇▇ ▇▇▇▇▇▇. If ▇▇▇▇▇▇ ▇▇▇▇▇▇ fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no further claim or right with respect to the Subject Transaction. ▇▇▇▇▇▇ ▇▇▇▇▇▇ may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall not adversely affect the ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ Right of First Refusal with respect to any other Subject Transaction during the twenty-four (24) month period agreed to above.

Future Transactions. If If, at any time during the Term, or within the 24-month period following consummation of the OfferingOffering of the Securities during the Term, the Company or any of its Subsidiaries or Affiliates subsidiaries (i) decides to dispose disposes of or acquire acquires business units or acquire acquires any of its outstanding equity securities or make makes any exchange or tender offer or enter enters into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions distribution or a spin-off or split-offoff (each, a "TRANSACTION"), and the Company decides to retain a financial advisor for such transactionTransaction, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (or any Affiliate designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇) Empire shall have the right of first refusal to act as one of the Company’s exclusive 's financial advisor advisors for any such transactionTransaction; or (ii) decides to finance or refinance any indebtedness using a manager or agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Empire (or any Affiliate affiliate designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇Empire) shall have the right of first refusal to act sole investment bankeras a manager, sole book-runner and/or sole placement agent, at ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ sole discretion, agent or lead agent with respect to such financing or refinancing; or (iii) decides determines to raise funds by means of a public offering or a private placement Offering of equity or debt securities using an underwriter or placement agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (or any Affiliate designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇) Empire shall have the right of first refusal to act as exclusive financial advisoran underwriter, sole investment banker, sole book-runner and/or sole initial purchaser or placement agent, at ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ sole discretion, agent for such financing (financing. In each case a “Subject Transaction” where Empire so serves, ZBB ENERGY CORPORATION 2 Empire shall be entitled to an allocation of such percentage of the total fees paid in connection with the foregoing Transaction as shall be mutually acceptable to the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ “Right the lead manager, agent or underwriter, provided, that in no event shall Empire's percentage allocation be less than 20% of First Refusal”)such fees, unless otherwise agreed to in writing by it. If ▇▇▇▇▇▇ ▇▇▇▇▇▇ Empire or one of its Affiliates affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees customary to ▇▇▇▇▇▇ ▇▇▇▇▇▇ for transactions Transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any such offering and the economic terms of any such participation. The Company shall notify ▇▇▇▇▇▇ ▇▇▇▇▇▇ of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof to ▇▇▇▇▇▇ ▇▇▇▇▇▇. If ▇▇▇▇▇▇ ▇▇▇▇▇▇ fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no further claim or right with respect to the Subject Transaction. ▇▇▇▇▇▇ ▇▇▇▇▇▇ may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall not adversely affect the ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ Right of First Refusal with respect to any other Subject Transaction during the twenty-four (24) month period agreed to above.

Future Transactions. If within the 2412-month period following consummation of the OfferingPrivate Placement of at least $2 million in gross proceeds, the Company or any of its Subsidiaries or Affiliates subsidiaries (i) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (or any Affiliate affiliate designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇) shall have the right of first refusal to act as the Company’s exclusive financial advisor for any such transaction; or (ii) decides to finance or refinance any indebtedness using a manager or agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (or any Affiliate affiliate designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇) shall have the right of first refusal to act sole investment banker, sole book-runner and/or sole placement agent, at ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ sole discretion, with respect to such financing or refinancing; or (iii) decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (or any Affiliate affiliate designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇) shall have the right of first refusal to act as exclusive financial advisor, sole investment banker, sole book-runner and/or sole placement agent, at ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ sole discretion, for such financing (each case a “Subject Transaction” and ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ “Right of First Refusal”)financing. If ▇▇▇▇▇▇ ▇▇▇▇▇▇ or one of its Affiliates affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for fees customary to ▇▇▇▇▇▇ ▇▇▇▇▇▇ for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have the sole right to determine whether or not any other broker-broker dealer shall have the right to participate in any such offering and the economic terms of any such participation. The Company shall notify ▇▇▇▇▇▇ ▇▇▇▇▇▇ of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof to ▇▇▇▇▇▇ ▇▇▇▇▇▇. If ▇▇▇▇▇▇ ▇▇▇▇▇▇ fails refuses such engagement, the Company shall be free to exercise its Right of First Refusal with respect engage other financial advisors and no additional fees shall be due to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no further claim or right in connection with respect to the Subject Transaction. ▇▇▇▇▇▇ ▇▇▇▇▇▇ may electany such transaction, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by ▇▇▇▇▇▇ ▇▇▇▇▇▇ refusal shall not adversely affect the ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ Right of First Refusal right with respect to any other Subject Transaction transaction during the twenty12-four (24) month period agreed to above.