0001104659-12-070348 Sample Contracts

Contract
Warrant Agreement • October 22nd, 2012 • 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.

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WAIVER AND AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT
Securities 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.

ZAZA ENERGY CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 9.00% CONVERTIBLE SENIOR NOTES DUE 2017
Indenture • 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”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • October 22nd, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • New York

THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of the 16th day of October, 2012, by and between ZaZa Energy Corporation (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 1301 McKinney Street, Suite 3000, Houston, Texas 77010, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).

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