SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 21st, 2014 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 21, 2014, is by and among ZaZa Energy Corporation, a Delaware corporation with offices located at 1301 McKinney Street, Suite 2800, Houston, Texas 77010 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 30th, 2015 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 23, 2015, between ZaZa Energy Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ZAZA ENERGY CORPORATIONCommon Stock Purchase Agreement • April 30th, 2015 • ZaZa Energy Corp • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 30, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZaZa Energy Corporation, a Delaware corporation (the “Company”), up to One Million Eight Hundred Seventy Five Thousand (1,875,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2015 • ZaZa Energy Corp • Crude petroleum & natural gas
This Agreement is made pursuant to the Securities Purchase Agreement, entered into on April 30, 2015, but effective as of April 23, 2015, between the Company and each Purchaser (the “Purchase Agreement”).
ZAZA ENERGY CORPORATION Common Stock (par value $0.01 per share) At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • March 31st, 2014 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
ZaZa Energy Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2014 • ZaZa Energy Corp • Crude petroleum & natural gas
This AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of April 2013 (the “Effective Date”), by and between ZaZa Energy Corporation, a Delaware corporation (the “Company”), and Kevin Schepel (“Employee”).
Reference is made to that certain Warrant to purchase [ ] shares of Common Stock of the Company (as defined herein), issued by the Company to Investor (as defined herein). The Company and Investor hereby agree that it is desirable to amend and restate...Warrant Agreement • April 22nd, 2015 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
NON-COMPETITION AGREEMENT ZaZa Energy Corporation c/o Toreador Holding SAS 5 rue Scribe Paris, France Fax: 33 (0) 1 47 03 33 71Non-Competition Agreement • October 12th, 2011 • ZaZa Energy Corp • Texas
EXCHANGE AGREEMENTExchange Agreement • May 13th, 2014 • ZaZa Energy Corp • Crude petroleum & natural gas • Texas
This EXCHANGE AGREEMENT (“Agreement”) is made and entered into as of this 24th day of February, 2014 (the “Effective Date”), by and among Todd A. Brooks (“Founder”), Blackstone Oil & Gas, LLC (“Founder Holdco” and, together with Founder, the “Note Holders”) and ZaZa Energy Corporation (“ZaZa” or the “Company”). The Note Holders and the Company are sometimes collectively referred to in this Agreement as the “Parties,” and each of them is sometimes individually referred to as a “Party.”
LETTER AGREEMENTLetter Agreement • October 12th, 2011 • ZaZa Energy Corp • Texas
THIS LETTER AGREEMENT, dated as of August 9, 2011 (this “Agreement”), by and among Gaston L. Kearby (“Employee”), ZaZa Energy, LLC, a Texas limited liability company (“ZaZa”), and ZaZa Energy Corporation, a Delaware corporation (the “Company”).
COLLATERAL AGENCY AGREEMENT among U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and EACH OF THE HOLDERS OF NOTES OF ZAZA ENERGY CORPORATION DATED AS OF FEBRUARY 21, 2012Collateral Agency Agreement • June 15th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
This COLLATERAL AGENCY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made as of February 21, 2012, among (i) U.S. Bank National Association, a national banking association (in its individual capacity, “U.S. Bank” and in its capacity as collateral agent for the Noteholders or the Secured Parties (each as defined below), the “Collateral Agent”), and (ii) each of the Purchasers party hereto and each Additional Purchaser that becomes a party hereto in accordance with Section 15(d) hereof (together with their respective successors and assigns as holders of Notes, the “Noteholders” and, together with the Collateral Agent, collectively, the “Secured Parties”), and is acknowledged and consented to by ZaZa Energy Corporation, a Delaware corporation (the “Company”) and the subsidiaries of the Company listed on the signature pages to the Acknowledgment of and Consent and Agreement to Collateral Agency Agreement (the “Acknowledgment”) appended to
DEVELOPMENT AGREEMENT BY AND BETWEEN ZAZA ENERGY, LLC and Q-Z (IV) INVESTMENT PARTNERS, LLC DATED SEPTEMBER 18, 2014Development Agreement • November 6th, 2014 • ZaZa Energy Corp • Crude petroleum & natural gas • Texas
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made this 18th day of September, 2014 (the “Closing Date”) by and among ZaZa Energy, LLC, a Texas limited liability company (“ZaZa”) and Q-Z (IV) Investment Partners, LLC, a Delaware limited liability company (“Quantum”). ZaZa and Quantum shall sometimes be referred to herein together as the “Parties”, and individually as a “Party”.
ZAZA ENERGY CORPORATION LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 20th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • Delaware
Consulting AgreementConsulting Agreement • December 7th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • Delaware
This Consulting Agreement (the “Agreement”) is made and entered into this 7th day of December 2012 (the “Effective Date”), by and between Bernard de Combret (“Consultant”) and ZaZa Energy Corporation, a Delaware corporation (the “Company”).
LOCK-UP AGREEMENTLock-Up Agreement • February 22nd, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
WHEREAS, concurrently herewith, the Company is entering into that certain Securities Purchase Agreement, dated as of the date hereof (as the same from time to time hereafter may be amended, restated, supplemented or otherwise modified, the “Securities Purchase Agreement”), by and among the Company and the Purchasers (as defined in the Securities Purchase Agreement) named therein, pursuant to which, subject to the terms and conditions set forth therein, the Company has agreed to issue and sell to such Purchasers, and the Purchasers have agreed to buy from the Company, the Securities; and
ZAZA ENERGY CORPORATION LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 20th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • Delaware
ZAZA ENERGY CORPORATION RESTRICTED STOCK AWARD AGREEMENT (CONSULTANT)Restricted Stock Award Agreement • December 20th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2012 (the “Date of Grant”), by and between BLACKSTONE OIL & GAS, LLC, a Texas limited liability company (“Blackstone”), OMEGA ENERGY LLC (“Omega”), LARA ENERGY INC. (“Lara”, with each of Blackstone, Omega and Lara referred to individually as a “Grantor” and referred to collective as “Grantors”), and [NAME OF CONSULTANT] (“Grantee”) to evidence the grant, transfer and award of the Restricted Stock, as defined below, made by Grantors to Grantee, in consideration for Grantee’s efforts as an independent consultant providing services to the Company (as defined below).
INDEMNITY AGREEMENTIndemnification Agreement • June 15th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • Delaware
This Agreement made and entered into as of this 12th day of June, 2012, by and between ZaZa Energy Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”), who is currently serving the Company in the capacity of a director and/or officer thereof;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2015 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2015, between ZaZa Energy Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • November 22nd, 2011 • ZaZa Energy Corp • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (herein designated “Agreement”) is made as of November 18, 2011 (herein designated “Effective Date”) by and between Sequent Petroleum Management, LLC (previously known as ZaZa Management Resources, LLC and herein designated “Management Firm”), a Texas limited liability company and ZaZa Energy, LLC (herein designated “Company”), a Texas limited liability company. The Management Firm and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
November 13, 2012 ZaZa France SAS and Vermilion REP SAS SHARE PURCHASE AGREEMENT relating to the sale of the shares of ZaZa Energy France SASShare Purchase Agreement • November 19th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas
FIRST AMENDMENT TO ZAZA ENERGY CORPORATION STOCK AWARD AGREEMENTStock Award Agreement • December 20th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO ZAZA ENERGY CORPORATION STOCK AWARD AGREEMENT (this “Amendment”) is made and entered into as of December ___, 2012 (the “Amended Issuance/Vesting Date”), by and between BLACKSTONE OIL & GAS, LLC, a Texas limited liability company (“Blackstone”), OMEGA ENERGY CORP. (“Omega”), LARA ENERGY INC. (“Lara,” which each of Blackstone, Omega and Lara referred to individually as a “Grantor” and referred to collectively as “Grantors”), and [NAME OF GRANTEE] (“Grantee”).
Settlement AgreementSettlement Agreement • November 19th, 2014 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • October 12th, 2011 • ZaZa Energy Corp • Texas
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • September 13th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Agreement”), dated as of June 8, 2012, among MSDC ZEC Investments, LLC, a Delaware limited liability company (“MSDC”), Senator Sidecar Master Fund LP, a Cayman Islands exempted limited partnership (“Senator”) O-CAP Offshore Master Fund, L.P., a Cayman Islands exempted limited partnership (“O-Cap Offshore”), O-CAP Partners, L.P., a Delaware limited partnership (“O-Cap Partners”), Capital Ventures International, a Cayman Islands corporation (“Capital”), Talara Master Fund, LTD., a Cayman Islands partnership (“Talara”), Blackwell Partners, LLC, a Georgia limited liability company (“Blackwell”), Permal Talara LTD., a British Virgin Islands corporation (“Permal”), Winmill Investments LLC, a Delaware limited liability company (“Winmill” and, together with MSDC, Senator, O-Cap Offshore, O-Cap Partners, Capital, Talara, Blackwell and Permal and their respective successors and assigns, including, any future holder of Senior Debt (as defined be
Amendment No. 1 to the Letter AgreementLetter Agreement • November 22nd, 2011 • ZaZa Energy Corp • Crude petroleum & natural gas
This Amendment No. 1 (this “Amendment”) to the Letter Agreement, dated as of August 9, 2011 (the “Letter Agreement”), by and among Toreador Resources Corporation, a Delaware corporation (“Toreador”), ZaZa Energy, LLC, a Texas limited liability company (“ZaZa”), ZaZa Energy Corporation, a Delaware corporation (the “Company”), and Todd Alan Brooks (“Employee”), is entered into by the Company, Employee and ZaZa as of November 10, 2011.
ZAZA ENERGY CORPORATION LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 20th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • Delaware
WAIVER AND AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
This WAIVER AND AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is made and entered into effective as of the 16th day of October, 2012, by and among ZAZA ENERGY CORPORATION, a Delaware corporation (the “Company”), and each of the holders of Securities (as defined in the Securities Purchase Agreement, as defined below) that is a signatory to this Amendment.
JOINDER TO COLLATERAL AGENCY AGREEMENT ADDITIONAL PURCHASERJoinder to Collateral Agency Agreement • August 11th, 2015 • ZaZa Energy Corp • Crude petroleum & natural gas
Upon execution of this Joinder to Collateral Agency Agreement (this “Joinder”), the undersigned shall, from August 5, 2015, become a “Noteholder” and a “Secured Party” under the Collateral Agency Agreement, dated as of February 21, 2012 (as amended, restated, supplemented or otherwise modified, the “Agreement”), by and among the Collateral Agent and the Noteholders party thereto and as acknowledged and consented to by the Obligors. Capitalized terms used and not defined in this Joinder shall have meanings given in the Agreement.
PURCHASE AND SALE AGREEMENT by and between ZAZA ENERGY, LLC (SELLER) And BEP MOULTON, LLC (BUYER) Dated March 22, 2013 Effective January 1, 2013Purchase and Sale Agreement • May 15th, 2013 • ZaZa Energy Corp • Crude petroleum & natural gas • Texas
AMENDMENT TO EXPLORATION AND DEVELOPMENT AGREEMENTExploration and Development Agreement • September 13th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas
This Amendment to Exploration and Development Agreement (this “Amendment”), dated as of June 8, 2012 (this “Agreement”), is made and entered into by and among Hess Corporation, a Delaware corporation (“Hess”) and ZaZa Energy, LLC, a Texas limited liability company (“ZaZa”). Hess and ZaZa are sometimes referred to herein as the “Parties” and each, a “Party”.
WAIVER AND AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 13th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
This WAIVER AND AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is made and entered into this 8th day of June, 2012, by and among ZAZA ENERGY CORPORATION, a Delaware corporation (the “Company”), and each of the holders of Securities (as defined in the Securities Purchase Agreement) that is a signatory to this Amendment.
AMENDMENT NO. 9 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 30th, 2015 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
This AMENDMENT NO. 9 TO SECURITIES PURCHASE AGREEMENT AND WAIVER AND CONSENT (this “Amendment and Waiver”), is made and entered into as of April 23, 2015, by and among ZAZA ENERGY CORPORATION, a Delaware corporation (the “Company”), and each of the holders of Securities (as defined in the Securities Purchase Agreement, as defined below) that is a signatory to this Amendment.
ZAZA ENERGY CORPORATION STOCK AWARD AGREEMENTStock Award Agreement • December 20th, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • Delaware
THIS STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2012 (the “Date of Grant”), by and between BLACKSTONE OIL & GAS, LLC, a Texas limited liability company (“Blackstone”), OMEGA ENERGY LLC (“Omega”), LARA ENERGY INC. (“Lara”, with each of Blackstone, Omega and Lara referred to individually as a “Grantor” and referred to collective as “Grantors”), and [NAME OF SERVICE PROVIDER] (“Grantee”) to evidence the grant, transfer and award of the Stock, as defined below, made by Grantors to Grantee.
ZAZA ENERGY CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 9.00% CONVERTIBLE SENIOR NOTES DUE 2017Indenture • October 22nd, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of October 22, 2012 among ZaZa Energy Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Wilmington Trust, National Association, and any and all successors thereto, as trustee (in such capacity, the “Trustee”).
