Zbb Energy Corporation – Agreement for Professional Services (May 15th, 2014)

This Agreement is made between ZBB Energy Corporation ("Client") with a principal place of business at N93 W14475 Whittaker Way, Menomonee Falls, WI 53051, and Jeffrey Reichard ("Consultant"), with a principal place of business at W353N6318 Marina Drive, Oconomowoc, WI 53066, on this 8th day of February, 2014.

Zbb Energy Corporation – Second Amendment to Promissory Note (May 15th, 2013)

THIS SECOND AMENDMENT TO PROMISSORY NOTE ("Amendment") is made and entered into as of the 21st day of January, 2013, by and between TIER ELECTRONICS LLC (f/k/a DCDC Acquisition Company LLC), a Wisconsin limited liability company ("Maker"), and TE HOLDINGS GROUP, LLC (f/k/a Tier Electronics LLC), a Wisconsin limited liability company ("Payee").

Zbb Energy Corporation – W353 N6318 Marina Drive Oconomowoc, WI 53066 Dear Jeff: (January 24th, 2011)

On behalf of the Board of Directors of ZBB Energy Corporation ("ZBB"), I am delighted to invite you to join our family of companies as the Vice President of Electronics Development of ZBB, as the President of DCDC Acquisition Company LLC (to be renamed Tier Electronics LLC) ("Tier"), as a member of the Board of Directors of ZBB and as a member of the Board of Directors of Tier. This letter agreement sets forth the terms your employment.

Zbb Energy Corporation – Registration Rights Agreement (January 24th, 2011)

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").

Zbb Energy Corporation – Asset Purchase Agreement (January 24th, 2011)

THIS ASSET PURCHASE AGREEMENT is made and entered into as of the 21st day of January, 2011, by and among DCDC ACQUISITION COMPANY LLC, a Wisconsin limited liability company (the "Buyer"), TIER ELECTRONICS LLC, a Wisconsin limited liability company (the "Seller"), JEFFREY REICHARD (the "Member" or "Jeff") and, solely for purposes of agreeing to be bound by certain covenants set forth in Section 2.4, Section 4.2(b), Section 4.2(d), Section 4.2(f), Section 4.2(g), Section 4.2(j), Section 9.1(c), Section 9.7(e), Section 9.7(f), Section 9.12, Section 9.13, Section 9. 15, Section 9.16, Section 9.17 and Section 9.18, below, and holding certain rights granted to it in Section 9.3, Section 9.4 and Section 9.11, below, ZBB ENERGY CORPORATION, a Wisconsin corporation and the owner of all of the membership interests of the Buyer (the "Buyer Parent"). Capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in Article XII, below.

Zbb Energy Corporation – Non-Negotiable Promissory Note (January 24th, 2011)

The undersigned, DCDC Acquisition Company LLC, a Wisconsin limited liability company ("Maker"), for value received, promises to pay to Tier Electronics LLC, a Wisconsin limited liability company ("Payee"), at such place as Payee shall from time to time direct, the principal sum of ONE MILLION THREE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,350,000.00) plus interest on the outstanding principal balance accruing from the date hereof at a fixed annual interest rate equal to eight percent (8%), in lawful money of the United States of America. Interest shall be computed on the basis of a 360-day year.