0001102624-14-000387 Sample Contracts

5,500,000 SHARES ZBB ENERGY CORPORATION COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • March 14th, 2014 • ZBB Energy Corp • Electric services • New York

ZBB Energy Corporation, a Wisconsin corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule VII hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 5,500,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriters, up to 825,000 additional shares (the “Additional Shares”) of Common Stock, $.01 par value per share (the “Common Stock”), of the Company (the Firm Shares and the Additional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Securities”).

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