X0206 3 2015-07-13 0 0001140310 ZBB ENERGY CORP ZBB 0001210618 Solar Power, Inc. 3400 DOUGLAS BOULEVARD, SUITE 285 ROSEVILLE CA 95661 0 0 1 0 Common Stock, par value $0.01 per share ("Common Stock") 8000000 D Series C Convertible Preferred Stock 0.6678 Common Stock 42000000 D Warrant 0.7346 Common Stock 50000000 D Solar Power, Inc. (the "Reporting Person") is the beneficial owner of 8,000,000 shares of Common Stock. The Reporting Person is the beneficial owner of 28,048 shares of the issuer's Series C convertible Preferred Stock (the "Subscribed Preferred Shares") convertible into 42,000,000 shares of Common Stock. Pursuant to certain securities purchase agreement (the "Securities Purchase Agreement") by and between the Reporting Person and the issuer dated April 17, 2015, the Subscribed Preferred Shares are convertible at a conversion price of $0.6678, prepaid at the closing (the "Closing") of the transactions contemplated under the Securities Purchase Agreement; provided, that (A) the first one-fourth of the Subscribed Preferred Shares only become convertible upon the completion of five megawatts worth of solar projects (the "Projects") in accordance with certain supply agreement by and between the Reporting Person and the issuer dated July 13, 2015, (Continued from footnote 2) (B) the second one-fourth only become convertible upon the completion of 15 megawatts worth of Projects, (C) the third one-fourth only become convertible upon the completion of 25 megawatts worth of Projects and (D) the last one-fourth only become convertible upon the completion of 40 megawatts worth of Projects. The Reporting Person is the beneficial owner of a warrant (the "Warrant") to purchase 50,000,000 shares of Common Stock at an exercise price equal to $0.7346. The Warrant has a four year term beginning on the date of the Closing and only becomes exercisable upon the completion of 40 megawatts worth of Projects. /s/ Amy Jing Liu, Chief Financial Officer, on behalf of Solar Power, Inc. 2015-07-16