ZAZA ZaZa Energy Corporation (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2015

ZAZA ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

(713) 595-1900

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

As previously reported, on February 21, 2012, ZaZa Energy Corporation (the “Company,” “our” or “we”) issued and sold Senior Secured Notes due 2017 (the “Senior Secured Notes”) in the aggregate principal amount of $100,000,000 and warrants to purchase shares of the Company’s common stock pursuant to a securities purchase agreement (as amended, the “Senior Secured Notes Purchase Agreement”) with MSDC ZEC Investments, LLC (“MSDC”), Senator Sidecar Master Fund LP (“Senator”), O-CAP Offshore Master Fund, L.P. (“O-CAP Master Fund”), O-CAP Partners, L.P. (“O-CAP Partners”), Capital Ventures International (“Capital Ventures”), Talara Master Fund, LTD. (“Talara”), Blackwell Partners, LLC (“Blackwell”), Permal Talara LTD. (“Permal Talara”) and Winmill Investments LLC (“Winmill,” and, collectively with MSDC, Senator, O-CAP Master Fund, O-CAP Partners, Capital Ventures, Talara, Blackwell and Permal Talara, the “Purchasers”).

Effective as of August 5, 2015, the Company entered into Amendment No. 10 to the Senior Secured Notes Purchase Agreement (“Amendment No. 10”), which permits the Company to issue additional Senior Secured Notes in an aggregate principal amount not to exceed $500,000.  Amendment No. 10 required that any such additional note would be issued solely for cash in an amount equal to 100% of the principal amount of the notes.  In accordance with Amendment No. 10, effective as of August 5, 2015, the Company issued an aggregate of $340,000 in principal amount of additional Senior Secured Notes (the “August 2015 Notes”) in equal amounts to Jubalee Ltd. (an affiliate of John E. Hearn, Jr., a director of the Company) and $187,000.00 to Todd A. Brooks, the Company’s Executive Director, President and Chief Executive Officer.  Each of the purchasers of the August 2015 Notes also entered into a Supplement to Securities Purchase Agreement, each dated as of August 5, 2015 (each, a “Supplement”), under which the note purchaser agreed to be bound by and to comply with the terms and provisions of the Senior Secured Notes Purchase Agreement in connection with the issuance of the August 2015 Notes.  Mr. Brooks and Jubalee Ltd. also executed joinders (the “Collateral Agency Agreement Joinders”) to that Collateral Agency Agreement, dated as of February 21, 2012 (the “Collateral Agency Agreement”), among U.S. Bank, the Company, its domestic subsidiaries and the Purchasers.

The terms of the August 2015 Notes are identical to the terms of the currently outstanding Senior Secured Notes.  Thus, the August 2015 Notes bear interest at a rate of 10.00% per annum (as adjusted for the Events of Default described below), mature on February 21, 2017, are guaranteed by all of our subsidiaries and are secured by a first-priority lien on substantially all of our assets and those of our domestic subsidiaries.  To the extent such assets include stock of any foreign subsidiaries, only 65% of such foreign subsidiary stock is to be pledged as security for the August 2015 Notes. The August 2015 Notes (along with the Senior Secured Notes) rank senior to all of our other debt and obligations.  We are subject to certain affirmative and negative covenants pursuant to the August 2015 Notes, including, without limitation, restrictions on our and our subsidiaries’ abilities to incur additional debt, pay dividends or make other distributions, redeem stock, make investments, incur liens, enter into transactions with affiliates, merge or consolidate and transfer or sell assets, in each case subject to certain baskets and carve-outs.

If there are any overdue interest payments or during periods in which an event of default under the Senior Secured Notes Purchase Agreement has occurred and is continuing, the annual rate of interest will increase to the greater of 3% per annum in excess of the non-default interest rate and 10.00% over the yield to maturity for 10-Year United States treasury securities.  There is currently an “Event of Default” under the Senior Secured Notes Purchase Agreement with respect to the Senior Secured Notes as the Company was unable, on July 15, 2015, to fulfill its obligation to prepay the approximately $13.9 million in aggregate principal amount outstanding under the Senior Secured Notes (the “Senior Secured Notes Prepayment”) plus accrued and unpaid interest and amendment and consent fees.  Thus, the interest rate on Senior Secured Notes increased on July 16, 2015 to 13.00% per annum.  Because this Event of Default was still continuing as of the date of issuance of the August 2015 Notes, the interest rate on the August 2015 Notes as of the time of issuance immediately increased to 13.00% per annum.

Shortly after the purchasers of the August 2015 Notes acquired those newly-issued notes from the Company, they also acquired all already-outstanding Senior Secured Notes that were then owned by Talara and Blackwell.  Mr. Brooks acquired the approximately $174,000 in principal amount of the Senior Secured Notes held by Talara, and Jubalee Ltd. acquired the approximately $299,000 in in principal amount of the Senior Secured Notes held by Blackwell (collectively, the “Existing Note Transfer”).  The proceeds for those purchases of existing notes were paid to the noteholders, not to the Company.

Additionally, the “Event of Default” under the Senior Secured Notes Purchase Agreement gives each holder of Senior Secured Notes the ability, with proper notice, to accelerate the debt represented by such holder’s Senior Secured Notes.  This “Event of Default” also creates a cross-default under the indenture (the “Convertible Senior Notes Indenture”) governing the Company’s 9.00% Convertible Senior Notes due 2017 (the “Convertible Senior Notes”) and gives the holders of the Convertible Senior Notes the ability, with proper notice, to accelerate the debt associated with the Convertible Senior Notes.  This cross-default under the Convertible Senior Notes Indenture creates another “Event of Default” under the Senior Secured Notes Purchase Agreement that gives the right to holders of a majority in principal amount of the Senior Secured Notes outstanding (currently, Senator and MSDC) to accelerate the entirety of the debt represented by the Senior Secured Notes.  The Company has attempted to negotiate an extension of the Senior Secured Notes Prepayment, as it has done in the past with the holders of the Senior Secured Notes, but Talara, Blackwell, O-Cap Master Fund and O-Cap Partners, who collectively owned approximately 5.90% of the outstanding Senior Secured Notes prior to the Existing Note Transfer, had declined to grant the Company such an extension.  O-Cap Master Fund and O-Cap Partners still own Senior Secured Notes in an aggregate principal amount of approximately $348,000.

As of the time of filing of this Current Report on Form 8-K, the Company has not received notice of acceleration from any of the holders of the Senior Secured Notes or the holders of the Convertible Senior Notes.  The Company is continuing to work with the holders of the Senior Secured Notes and the Convertible Senior Notes to develop a solution to its liquidity challenges.  However, there can be no assurance that a mutually acceptable resolution will be agreed to or, if so, on what terms.

The foregoing descriptions of Amendment No. 10, the Supplements and the Collateral Agency Agreement Joinders do not purport to

2

be complete and are subject to, and qualified in their entirety by, the full text of Amendment No. 10, the Form of Supplement and the Form of Collateral Agency Agreement Joinder attached as Exhibits 4.13, 4.14 and 4.17, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The foregoing descriptions of the August 2015 Notes and the other terms related thereto do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Form of the August 2015 Note attached as Exhibit 4.15 to this Current Report on Form 8-K, the Senior Secured Notes Purchase Agreement attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 22, 2012, Waiver and Amendment No. 1 to Securities Purchase Agreement attached as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on September 13, 2012, Waiver and Amendment No. 2 to Securities Purchase Agreement attached as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on September 13, 2012, Waiver and Amendment No. 3 to Securities Purchase Agreement attached as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on October 22, 2012, Amendment No. 4 to Securities Purchase Agreement attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 21, 2012, Amendment No. 5 to Securities Purchase Agreement attached as Exhibit 10.6 to the Company’s Quarterly Report filed May 15, 2013, Amendment No. 6 to Securities Purchase Agreement attached as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2014, Amendment No. 7 to Securities Purchase Agreement attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 27, 2015, Amendment No. 8 to Securities Purchase Agreement attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 22, 2015, Amendment No. 9 to Securities Purchase Agreement attached as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 30, 2015, Consent, dated May 27, 2015, regarding the Securities Purchase Agreement attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 29, 2015, the Consent, dated June 30, 2015, regarding the Securities Purchase Agreement attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2015, Amendment No. 10 attached as Exhibit 4.13 to this Current Report on Form 8-K, the Collateral Agency Agreement attached as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on June 15, 2012, the Guaranty Agreement, dated as of February 21, 2012, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 22, 2012, the Security Agreement, dated as of March 22, 2012, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2012, the Pledge Agreement, dated as of March 22, 2012, attached as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2012, the Form of Deed of Trust, dated April 10, 2012, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on September 13, 2012, and the Amended and Restated Subordinated Agreement, dated June 8, 2012, attached as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on September 13, 2012, and all of which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information provided in Item 1.01 of this Current Report is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits

3

* Filed herewith

† Pursuant to Instruction 2 of Item 601(a) of Regulation S-K, the Company has filed only the form of the agreement as the other agreements are substantially identical in all material respects except as to the parties thereto and certain other details, which are described in a schedule to the exhibit

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 11, 2015

5

EXHIBIT INDEX

6

* Filed herewith

† Pursuant to Instruction 2 of Item 601(a) of Regulation S-K, the Company has filed only the form of the agreement as the other agreements are substantially identical in all material respects except as to the parties thereto and certain other details, which are described in a schedule to the exhibit

7

Exhibit 4.13

AMENDMENT NO. 10 TO SECURITIES PURCHASE AGREEMENT

This AMENDMENT NO. 10 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of August 5, 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.

RECITALS

1.                                      The Company and the holders of the Securities are parties to that certain Securities Purchase Agreement dated February 21, 2012, as amended, supplemented or otherwise modified from time to time (as so amended, supplemented and modified, the “Existing Securities Purchase Agreement”; and as amended by this Amendment and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”).

2.                                      Pursuant to the Existing Securities Purchase Agreement, the Company issued, and certain holders of Notes purchased, (a) the Company’s 8.00% Senior Secured Notes due February 21, 2017, in the aggregate principal amount of $100,000,000 (the “Notes”) and (b) the Company’s warrants to purchase 26,315,789 shares (before any adjustments that have been effected in accordance with the terms thereof) of the Company’s Common Stock (the “Warrants”).

3.                                      The Company has requested that the Required Holders amend the Existing Securities Purchase Agreement to permit the issuance of additional Senior Secured Notes under the Securities Purchase Agreement in an aggregate principal amount not to exceed $500,000.

4.                                      The Company and the Required Holders have agreed to make such amendments, subject to the terms and conditions set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows:

Section 1.                                          Capitalized Terms.  Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Securities Purchase Agreement, unless the context otherwise requires.

Section 2.                                          Amendments to Existing Securities Purchase Agreement.  Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Existing Securities Purchase Agreement is hereby amended in the manner specified in Exhibit A hereto.  Such amendments are referred to herein collectively as the “Amendments”.

Section 3.                                          Effectiveness of Amendment.  The Amendments shall become effective upon satisfaction of all of the following conditions:

(a)                                 Amendment.  Execution and delivery of this Amendment by the Company and each of the Required Holders, and execution and delivery of the Guarantor Acknowledgement attached hereto by the Guarantors.

(b)                                 Representations and Warranties.  The representations and warranties in Section 4 shall be true and correct in all respects on the date hereof.

(c)                                  Holder Supplement; Joinder.  Execution and delivery of (i) a Supplement dated as of the date hereof by each of Jubalee Ltd. (an Affiliate of John E. Hearn, Jr.), Todd A. Brooks and Alpha Capital Anstalt (the “August 2015 Purchasers”), on the one hand, and the Company, on the other hand, and in each case acknowledged by each of the Guarantors and (ii) a Joinder to that certain Collateral Agency Agreement, dated as of February 21, 2012, by and among the Collateral Agent and the holders of Notes party thereto, and as acknowledged and consented to by the Company and Guarantors, dated as of the date hereof by each of the August 2015 Purchasers; provided, however, that the condition set forth in this Section 3(c) shall be deemed satisfied upon the execution of one or more Supplements in connection with the Company’s issuance and sale, solely for cash and at 100% of principal amount, of at least $340,000 in principal amount of Notes.

(d)                                 Expenses.  The Company shall have paid the reasonable fees and disbursements of the special counsel of the Required Holders in accordance with Section 8 below.

Section 4.                                          Representations and Warranties.  To induce the Required Holders to enter into this Amendment and to consent to the Amendments, the Company hereby represents and warrants to each of the holders of Securities that the execution, delivery and performance of this Amendment have been duly authorized by all requisite corporate authority or other action on the part of the Company, this Amendment has been duly executed and delivered by the Company, and this Amendment constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.

Section 5.                                          Transaction Document.  This Amendment shall be deemed to constitute a Transaction Document for all purposes under the Securities Purchase Agreement.

Section 6.                                          Effect of Amendment.  Except as set forth expressly herein, all terms of the Securities Purchase Agreement shall be and remain in full force and effect. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the holders of Notes under the Securities Purchase Agreement, nor constitute a waiver of any provision of the Securities Purchase Agreement, except as expressly provided herein. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Securities Purchase Agreement without making specific reference to this Amendment, but nevertheless all such references shall include this Amendment unless the context otherwise requires.

Section 7.                                          Release.

(a)                                 In consideration of the agreements of the holders of Securities contained herein and for other good and valuable consideration, the receipt and sufficiency of which

2

are hereby acknowledged, each Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges each holder of Securities, and its successors and assigns, and its present and former shareholders, partners, members, managers, consultants, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives, and all persons acting by, through, under or in concert with any of them (each holder of Securities and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”) of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, recoupment, rights of setoff, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, contingent or mature, suspected or unsuspected, both at law and in equity, which any Credit Party or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Securities Purchase Agreement, or any of the other Transaction Documents or transactions thereunder or related thereto.

(b)                                 Each Credit Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c)                                  Each Credit Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

(d)                                 In entering into this Amendment, each Credit Party has consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the release set forth above does not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 7 shall survive the termination of this Amendment and the other Transaction Documents and the payment in full of the Notes.

(e)                                  Each Credit Party acknowledges and agrees that the release set forth above may not be changed, amended, waived, discharged or terminated orally.

Section 8.                                          Fees and Expenses; Indemnification.  Whether or not the Amendments become effective, the Company agrees to pay on demand all reasonable costs and expenses of the holders of the Securities (including the reasonable fees and expenses of the special counsel of

3

the Required Holders) in connection with the preparation, negotiation, execution and delivery of this Amendment as provided in Paragraph 13B(1) of the Securities Purchase Agreement. Nothing in this Section 8 shall limit the Company’s obligations pursuant to Paragraphs 13B(1) and 13B(2) of the Securities Purchase Agreement.

Section 9.                                          Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

Section 10.                                   Severability.  Whenever possible, each provision of this Amendment and any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted in such manner as to be effective, valid and enforceable under the applicable law of any jurisdiction, but, if any provision of this Amendment or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be held to be prohibited, invalid or unenforceable under the applicable law, such provision shall be ineffective in such jurisdiction only to the extent of such prohibition, invalidity or unenforceability, without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of this Amendment or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto in such jurisdiction, or affecting the effectiveness, validity or enforceability of such provision in any other jurisdiction.

Section 11.                                   Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

Section 12.                                   Binding Nature.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 13.                                   Entire Understanding.  The Existing Securities Purchase Agreement, together with this Amendment, set forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

Section 14.                                   Headings.  The headings of the sections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.

Section 15.                                   Time is of the Essence.  Time is of the essence of this Amendment.

[The remainder of this page is intentionally left blank.]

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written.

[AMENDMENT NO. 10 TO SECURITIES PURCHASE AGREEMENT]

[AMENDMENT NO. 10 TO SECURITIES PURCHASE AGREEMENT]

[AMENDMENT NO. 10 TO SECURITIES PURCHASE AGREEMENT]

GUARANTOR ACKNOWLEDGEMENT

Each of the undersigned hereby acknowledges and agrees to the terms of the Amendment No. 10 to Securities Purchase Agreement, dated as of August 5, 2015 (the “Amendment”), including, without limitation, Section 7 of the Amendment, amending that certain Securities Purchase Agreement, dated February 21, 2012, as amended (as amended, the “Securities Purchase Agreement”), among ZaZa Energy Corporation, a Delaware corporation, and the holders of Securities party thereto. Each of the undersigned hereby confirms that the Guaranty Agreement to which the undersigned are a party remains in full force and effect after giving effect to the Amendment and continues to be the valid and binding obligation of each of the undersigned, enforceable against each of the undersigned in accordance with its terms.

Capitalized terms used herein but not defined are used as defined in the Securities Purchase Agreement.

Dated as of August 5, 2015.

[AMENDMENT NO. 10 TO SECURITIES PURCHASE AGREEMENT]

[AMENDMENT NO. 10 TO SECURITIES PURCHASE AGREEMENT]

Exhibit A

(a)                                 Paragraph 2A — Authorization of Notes.  Paragraph 2A of the Existing Securities Purchase Agreement is hereby amended by amending and restating paragraph 2A in its entirety as follows:

2A                                Authorization of Notes.

2A(1)                 Description of Notes Issued on the Closing Day.  The Company has authorized the issuance of its senior secured promissory notes (as amended, restated, supplemented or otherwise modified from time to time, the “Original Notes”) in the aggregate original principal amount of $100,000,000, to be dated the date of issuance thereof, to mature February 21, 2017, to bear interest, payable in the manner specified in the Notes, on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable (whether by acceleration or otherwise) at the rate of interest set forth in paragraph 2C hereof and, following the occurrence and during the continuance of an Event of Default at the Default Rate, and to be substantially in the form of Exhibit A hereto.

2A(2)                 Additional Series of Notes.  In addition to the issuance and sale of the Original Notes, the Company may from time to time issue and sell one or more additional notes (the “Additional Notes” and together with the Original Notes, the “Notes”, such term to include each Note delivered pursuant to any provision of this Agreement or any Supplement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision) pursuant to this Agreement; provided, however, that the aggregate principal amount of all Additional Notes issued pursuant to this Agreement that may be outstanding at any time shall not exceed $500,000.  Any Additional Notes will be issued solely in consideration for cash at 100% of the principal amount thereof pursuant to a supplement to this Agreement (a “Supplement”) in substantially the form of Exhibit J, and will be subject to, and entitled to the benefits of, all of the provisions of this Agreement.  For the avoidance of doubt, all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other, including, without limitation, with respect to security interests and proceeds under each Collateral Document.  For the further avoidance of doubt, any issuance and sale of Additional Notes that complies with the provisions of this paragraph 2A(2) is a transaction expressly permitted by this Agreement within the meaning of paragraph 7B(9) of this Agreement.

(b)                                 Section 7 — Negative Covenants.  Section 7 of the Existing Securities Purchase Agreement is hereby amended by amending and restating Paragraph 7J in its entirety as follows:

7J                                  Terrorism Sanctions Regulations.  The Company covenants that it will not, and will not permit any of its Affiliated Entities to, (i) become an OFAC Listed Person, (ii) have any investments in, or engage in any dealings or transactions with, any Blocked Person, or (c) engage in any activities that could subject such Person or the holders of Securities to sanctions under CISADA or under any applicable state law that

imposes sanctions on Persons that do business with Iran or any other country that is subject to an OFAC Sanctions Program.

(c)                                  Paragraph 12B - Other Terms.  Paragraph 12B of the Existing Securities Purchase Agreement is hereby amended by amending and restating the definitions of “Note” and “Notes” in their entirety as follows:

“Note” and “Notes” shall have the meaning specified in paragraph 2A(2).

(d)                                 Paragraph 12B - Other Terms.  Paragraph 12B of the Existing Securities Purchase Agreement is hereby further amended by adding the following definitions in their proper alphabetical order to read as follows:

“Additional Notes” shall have the meaning specified in paragraph 2A(2).

“Original Notes” shall have the meaning specified in paragraph 2A(1).

“Supplement” shall have the meaning specified in paragraph 2A(2).

(e)                                  Paragraph 12C — Accounting and Legal Principles, Terms and Determinations.  Paragraph 12C of the Existing Securities Purchase Agreement is hereby amended by amending and restating the second sentence contained therein in its entirety as follows:

In the event that an actual or anticipated change in GAAP (including, without limitation, the adoption of a new statement of financial accounting standards) would affect the computation of any dollar amounts or ratios referred to in the financial covenants herein, the Company and the Required Holders will, promptly upon request of any party, enter into negotiations in good faith in an effort to agree upon amendments which will most nearly preserve the original intent of financial covenants.

(f)                                   Exhibits.  The Existing Securities Purchase Agreement is hereby further amended by adding Exhibit J attached hereto as a new Exhibit J (Form of Supplement to Securities Purchase Agreement) thereto.

EXHIBIT J

FORM OF SUPPLEMENT TO SECURITIES PURCHASE AGREEMENT

See Exhibit 4.14 to this Current Report on Form 8-K

Exhibit 4.14

ZAZA ENERGY CORPORATION

1301 McKinney Street, Suite 2850

Houston, Texas 77010

SUPPLEMENT NO.       TO SECURITIES PURCHASE AGREEMENT

DATED AS OF AUGUST 5, 2015

Dated as of       , 2015

TO THE PURCHASER LISTED

IN THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

This Supplement No.        to Securities Purchase Agreement (this “Supplement” or this “Agreement”) is between ZaZa Energy Corporation, a Delaware corporation (the “Company”), and the institutional investor named on the attached Schedule A (the “Purchaser”).

Reference is hereby made to the Securities Purchase Agreement dated February 21, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”) among the Company and the purchasers listed on Schedule A thereto.  Capitalized terms not otherwise defined herein shall have the respective meanings ascribed in the Securities Purchase Agreement.  Reference is further made to paragraph 2A(2) of the Securities Purchase Agreement, which provides that Additional Notes may be issued pursuant to a Supplement.

The Company agrees with the Purchaser as follows:

1.                                      Authorization of the Additional Notes.  The Company has authorized the issue and sale of up to $500,000 aggregate principal amount of Notes to be designated as additional 8.00% Senior Secured Notes due February 21, 2017 (the “August 2015 Notes”).  The August 2015 Notes, together with the Original Notes heretofore issued pursuant to the Securities Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Securities Purchase Agreement).  The August 2015 Notes shall be substantially in the form set out in Exhibit A attached hereto.

2.                                      Sale and Purchase of August 2015 Notes.  Subject to the terms and conditions herein and in the Securities Purchase Agreement, the Company will issue and sell to the Purchaser and the Purchaser will purchase from the Company, on the date hereof (the “Closing Date”), August 2015 Notes in the principal amount of $                at the purchase price of 100% of the principal amount thereof.

3.                                      Closing.  On the Closing Date, the Company will deliver to the Purchaser at the offices of

the Company, the August 2015 Notes registered in the Purchaser’s or its nominee’s name, evidencing the aggregate principal amount of August 2015 Notes to be purchased by the Purchaser, against payment of the purchase price as provided in Section 2 above.

4.                                      Conditions to Closing under Supplement.  The Purchaser’s obligation to purchase and pay for the August 2015 Notes to be sold to the Purchaser on the Closing Date is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date, that the Amendment No. 10 to Securities Purchase Agreement, dated as of the date hereof (the “Tenth Amendment”), by and among the Company and each of the holders of Securities that is a signatory thereto, is or shall be, concurrently with the effectiveness of this Agreement, in full force and effect.

5.                                      Payments.  The Company agrees that, so long as the Purchaser shall hold any August 2015 Note, the Company will make payments of principal of, interest on, any fees, and any Premium or other prepayment consideration payable with respect to, such August 2015 Note, which comply with the terms of the Securities Purchase Agreement, by wire transfer of immediately available funds for credit to (i) the account or accounts of the Purchaser specified on Schedule A to this Supplement or (ii) such other account or accounts in the United States of America as the Purchaser may designate in writing, notwithstanding any contrary provision herein or in any August 2015 Note with respect to the place of payment.  The Purchaser agrees that, before disposing of any August 2015 Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid.

6.                                      Representations of the Company.  The Company hereby represents and warrants to the Purchaser that the execution, delivery and performance of this Supplement have been duly authorized by all requisite corporate authority or other action on the part of the Company, this Supplement has been duly executed and delivered by the Company, and this Supplement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.

7.                                      Representations and Acknowledgement of the Purchaser.  The Purchaser represents and warrants that the representations and warranties set forth in Section 10 of the Securities Purchase Agreement are true and correct on the date hereof with respect to the purchase of the August 2015 Notes by the Purchaser.  The Purchaser acknowledges that, as of July 15, 2015, the Company had triggered an Event of Default under paragraphs 8A(i) and 8A(iii) of the Securities Purchase Agreement, and the Company transmitted notices of such Events of Default to the holders of the Notes on July 21, 2015.  The Purchaser further acknowledges that, as of July 15, 2015, the Company had triggered an Event of Default under that certain indenture, dated October 22, 2012, with respect to the Company’s 9.00% Convertible Senior Notes due 2017 (the “Convertible Senior Notes”) and the Company transmitted a notice of such Event of Default to the trustee for the Convertible Senior Notes on July 21, 2015.  The Purchaser further acknowledges that, because of the circumstances described in the two immediately preceding sentences, as well as the liquidity issues that have been disclosed in the Company’s filings with the Securities and Exchange Commission, the Company does not make any representations or warranties with respect to (w) the Company’s incurrence of debt beyond the Company’s ability to pay such debts as they mature, (x) any knowledge of any facts or circumstances that would lead the Company to believe that it will file for bankruptcy or liquidation under bankruptcy or

other reorganization laws, (y) whether the Company is in default with respect to any indebtedness or (z) any other aspects of the Company’s liquidity or solvency.

8.                                      Applicability of Securities Purchase Agreement.  The Company and the Purchaser agree to be bound by and comply with the terms and provisions of the Securities Purchase Agreement and the other Transaction Documents as fully and completely as if the Purchaser were an original signatory to the Securities Purchase Agreement as a holder of Notes (but not, for the avoidance of doubt, as a “Purchaser” as used and defined therein, other than solely for purposes of (i) Paragraphs 13B and 13F of the Securities Purchase Agreement and (ii) the Guaranty Agreement).

9.                                      References.  All references in the Securities Purchase Agreement and all other instruments, documents and agreements relating thereto, or entered into in connection therewith, shall be deemed to refer to the Securities Purchase Agreement, as supplemented by this Supplement.

10.                               Notices.  All notices and communications provided to the Purchaser under this Supplement or the Securities Purchase Agreement shall be in writing and sent in the manner specified in Section 13H of the Securities Purchase Agreement to the Purchaser or its nominee (as applicable) at the address specified for such communications in Schedule A to this Supplement, or at such other address as the Purchaser or its nominee shall have specified to the Company in writing.

11.                               Governing Law.  This Supplement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the internal laws of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

[Remainder of page intentionally left blank.]

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company.  This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

The foregoing is agreed to as of the date thereof.

[ADD PURCHASER SIGNATURE BLOCKS]

CONFIRMATION

Each of the undersigned acknowledges receipt of the foregoing Supplement to Securities Purchase Agreement dated as of August 5, 2015 and confirms the continuing validity and enforceability against such undersigned of the Guaranty Agreement to which such undersigned is a party.

Schedule A

INFORMATION RELATING TO PURCHASER

Exhibit A

Form of Additional Note

See Exhibit 4.15 to this Current Report on Form 8-K

Schedule of Substantially Identical Agreements

Pursuant to Instruction 2 of Item 601(a) of Regulation S-K, the Company has filed only the form of this exhibit although the Company has entered into two such agreements that are substantially identical in all material respects.  Differences in certain details among such other agreements entered into by the Company are noted in the chart below:

Exhibit 4.15

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.

ZAZA ENERGY CORPORATION

8.00% SENIOR SECURED NOTE DUE FEBRUARY 21, 2017

FOR VALUE RECEIVED, the undersigned, ZAZA ENERGY CORPORATION (the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [                   ], or registered assigns, the principal sum of [                   ] DOLLARS on February 21, 2017, with interest (computed on the basis of a 360-day year and actual days elapsed, which will result in more interest being paid than if computed on the basis of a 365-day year) (a) on the unpaid principal balance hereof at the rate per annum specified in the Agreement (as defined below) from the date hereof until the principal hereof shall have become due and payable, payable in the manner and on the dates set forth in the Agreement, and (b) at a rate per annum from time to time equal to the Default Rate (as defined in the Agreement referred to below) (i) on any overdue payment of interest, and (ii) following the occurrence and during the continuance of an Event of Default (as defined in the Agreement), on the unpaid balance of the principal amount, any overdue payment of interest, and any overdue payment of any Premium or other prepayment consideration, in the case of each of clause (i) or clause (ii), payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).

Except as otherwise provided in paragraph 13A of the Agreement, cash payments of principal of, interest on and any Premium or other prepayment consideration payable with respect to this Note are to be made at the main office of JPMorgan Chase Bank, N.A. in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

This Note is one of the Notes (herein called the “Notes”) issued pursuant to a Securities Purchase Agreement, dated as of February 21, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), between the Company and each of the Purchasers named therein and is entitled to the benefits thereof.  Capitalized terms used in this Note and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.  Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

The Company agrees to make required prepayments of principal on the dates and in the amounts specified in the Agreement.  This Note is also subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

This Note is secured by, and entitled to the benefits of, the Collateral Documents (as defined in the Agreement).

In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the internal laws of the State of New York, excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.

Schedule of Substantially Identical Agreements

Pursuant to Instruction 2 of Item 601(a) of Regulation S-K, the Company has filed only the form of this exhibit although the Company has entered into two such agreements that are substantially identical in all material respects.  Differences in certain details among such other agreements entered into by the Company are noted in the chart below:

Exhibit 4.17

JOINDER TO COLLATERAL AGENCY AGREEMENT

ADDITIONAL PURCHASER

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.

As a party to the Agreement, the undersigned agrees to be bound by (a) all of the terms and conditions of the Agreement in its capacity as “Noteholder” and “Secured Party”, and (b) appoints U.S. Bank National Association as the Collateral Agent under the Agreement and the other Collateral Documents.

IN WITNESS WHEREOF, the undersigned has caused this Joinder to be duly executed as of the date set forth above.

Schedule of Substantially Identical Agreements

Pursuant to Instruction 2 of Item 601(a) of Regulation S-K, the Company has filed only the form of this exhibit although the Company has entered into two such agreements that are substantially identical in all material respects.  Differences in certain details among such other agreements entered into by the Company are noted in the chart below:

Additional Purchaser

Jubalee Ltd.

Todd A. Brooks