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 • February 22nd, 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
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 SECURITIES PURCHASE AGREEMENT DATED FEBRUARY 21, 2012 $100,000,000 8.00% SENIOR SECURED NOTES DUE FEBRUARY 21, 2017 WARRANTS TO PURCHASE 26,315,789 SHARES OF COMMON STOCKSecurities Purchase Agreement • February 22nd, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
ZaZa Energy Corporation, a Delaware corporation (the “Company”), hereby agrees with each of the Purchasers as set forth below.
GUARANTY AGREEMENT DATED AS OF FEBRUARY 21, 2012 OF ZAZA HOLDINGS, INC., ZAZA ENERGY, LLC, AND TOREADOR RESOURCES CORPORATIONGuaranty Agreement • February 22nd, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
This GUARANTY AGREEMENT, dated as of February 21, 2012 (this “Guaranty Agreement”), is made by each of the undersigned (each a “Guarantor” and, together with each of the other signatories hereto and any other entities from time to time parties hereto pursuant to Section 12.1 hereof, the “Guarantors”) in favor of the Purchasers (as defined below) and U.S. Bank National Association, in its capacity as collateral agent (together with its successors and assigns, the “Collateral Agent”) for itself and the Purchasers. The Purchasers and the Collateral Agent are herein collectively called the “holders” and individually a “holder”.
SUBORDINATION AGREEMENTSubordination Agreement • February 22nd, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas • New York
SUBORDINATION AGREEMENT (this “Agreement”), dated as of February 21, 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 below), collective
ContractPurchase Agreement • February 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.
Amendment No. 2 to the Agreement and Plan of Merger and ContributionMerger Agreement • February 22nd, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas
This Amendment No. 2 (this “Amendment”) to the Agreement and Plan of Merger and Contribution, dated as of August 9, 2011, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger and Contribution, dated as of November 10, 2011 (the “Merger 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 Thor Merger Sub Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“Thor Merger Sub”), is entered into by Toreador, ZaZa, the Company, and Thor Merger Sub as of February 21, 2012.
FORM OF NOTESecurities Purchase Agreement • February 22nd, 2012 • ZaZa Energy Corp • Crude petroleum & natural gas
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND, ACCORDINGLY MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNTIL IT HAS BEEN SO REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION NOR SUCH AN EXEMPTION IS REQUIRED BY LAW.
