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 19, 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 (the “February 2012 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 notes would be issued solely for cash in an amount equal to 100% of the principal amount of the notes.  As previously disclosed, on August 5, 2015, the Company issued an aggregate of $374,000 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 Todd A. Brooks, the Company’s Executive Director, President and Chief Executive Officer.  Mr. Brooks and Mr. Hearn also acquired on August 5, 2015 all of the already-outstanding Senior Secured Notes that were then owned by Talara and Blackwell.  The proceeds for those purchases of the existing notes from Talara and Blackwell were paid to the noteholders — not to the Company.

On August 19, 2015, the Company issued to Alpha Capital Anstalt (“Alpha”) additional Senior Secured Notes in principal amount of $76,727.10 (the “Alpha Note”) on the same terms as the August 2015 Notes.  In connection with the issuance of the Alpha Note, Alpha signed documents substantially identical to the documentation for the August 2015 Notes.  Specifically, Alpha entered into a Supplement to Securities Purchase Agreement, dated as of August 19, 2015 (a “Supplement”), under which Alpha 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 Alpha Note.  Alpha also executed a joinder (the “Collateral Agency Agreement Joinder”) 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.  Shortly after Alpha acquired the newly-issued Alpha Note from the Company, Alpha also acquired all of the approximately $146,000 in principal amount of already-outstanding Senior Secured Notes that were previously owned by O-Cap Master Fund and all of the approximately $202,000 in principal amount of already-outstanding Senior Secured Notes that were previously owned by O-Cap Partners.  The proceeds from that purchase were paid by Alpha to O-Cap Master Fund and O-Cap Partners, respectively — not to the Company.

The terms of the Alpha Note are identical to the terms of the currently outstanding Senior Secured Notes.  Thus, the Alpha Note bears interest at a rate of 10.00% per annum (as adjusted for the Events of Default described below), matures on February 21, 2017, is guaranteed by all of our subsidiaries and is 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 Alpha Note. The Alpha Note (along with the currently outstanding Senior Secured Notes, including the August 2015 Notes) ranks senior to all of our other debt and obligations.  We are subject to certain affirmative and negative covenants pursuant to the Senior Secured Notes Purchase Agreement, 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 Alpha Note, the interest rate on the Alpha Note as of the time of issuance immediately increased to 13.00% per annum.  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.  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 transfers of all of those notes to Todd Brooks, Jubalee Ltd. and Alpha in August 2015, had declined to grant the Company such an extension.

The Event of Default under the Senior Secured Notes Purchase Agreement 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.  Also, on August 1, 2015, the Company failed to make the required semiannual interest payment on our Convertible Senior Notes.  If the interest payment is not made within 30 days of August 1, 2015, there will be an additional “Event of Default” under the Convertible Senior Notes Indenture causing the debt associated with the Convertible Senior Notes to become immediately due and payable.  The cross-default under the Convertible Senior Notes Indenture and the failure to make the required semiannual interest payment on the Convertible Senior Notes (despite the 30-day grace period) are each an additional “Event of Default” under the Senior Secured Notes Purchase Agreement.

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As of the time of the 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 Convertible Senior Notes.  The Company is continuing to work with the holders of the Senior Secured Notes and Convertible Senior Notes to develop a solution to its liquidity challenges.  Now that Talara, Blackwell, O-Cap Master Fund and O-Cap Partners no longer hold Senior Secured Notes, the Company intends to re-engage with the remaining holders of Senior Secured Notes to negotiate an extension of the Secured Notes Prepayment, but there can be no assurance that the Company will be successful in doing so.

The foregoing description of Amendment No. 10, the Supplement and the Collateral Agency Agreement Joinder do not purport to be complete and are subject to, and qualified in their entirety by, the full text of Amendment No. 10 attached as Exhibit 4.13 to the Company’s Current Report on Form 8-K filed on August 11, 2015 and the Supplement and the Collateral Agency Agreement Joinder attached as 4.14 and 4.17, respectively, to this Current Report on Form 8-K.  All of the aforementioned documents are incorporated herein by reference.

The foregoing descriptions of the Alpha Note 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 Alpha 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, to the Senior Secured Notes 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, to the Senior Secured Notes 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 the Company’s Current Report on Form 8-K filed on August 11, 2013, 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.  All of the aforementioned documents 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 3.02. Unregistered Sales of Equity Securities

Also, in connection with the sale of the Alpha Note, the Company and Alpha entered into a Common Stock Purchase Agreement, dated August 19, 2015 (the “Stock Purchase Agreement”), pursuant to which the Company issued to Alpha 50,000 shares of common stock, par value $0.01 per share, for a price per share equal to $0.50 per share, or gross consideration of $25,000.  The sale and issuance of the shares of common stock have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. Alpha has represented to us that it is an accredited investor, as that term is defined in Regulation D under the Securities Act. Alpha has also represented that it is acquiring the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

The issuance of the shares of common stock to Alpha triggered the anti-dilution price adjustments in our Series A 5% Convertible Preferred Stock (the “Preferred Stock”) and warrants (the “April 2015 Warrants”) that we issued on April 30, 2015 to Alpha.  As a result of such anti-dilution adjustments, and other conversions and adjustments that have occurred since April 30, 2015, there are now 1,950 shares of Preferred Stock convertible into 3,900,000 shares of our common stock and the April 2015 Warrants are now exercisable for 8,437,671 shares of our common stock at an exercise price of $0.50 per share.  There is also a volume-weighted anti-dilution adjustment that occurs under the February 2012 Warrants such that the February 2012 Warrants are now exercisable for 3,774,164 shares of our common stock at an exercise price of $1.93 per share.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stock Purchase Agreement attached as Exhibit 10.1 hereto, and is incorporated herein by reference.

The foregoing descriptions of the Preferred Stock and the April 2015 Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Certificate of Designation of Preferences, Rights and Limitations of Series A 5% Convertible Preferred Stock, dated April 30, 2015, and the Common Stock Purchase Warrant, dated April 30, 2015, attached as exhibits 4.1 and 4.2, respectively, to the Company’s Current Report on Form 8-K filed on April 30, 2015, and are incorporated herein by reference.

3

The foregoing description of the February 2012 Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the Amended and Restated Common Stock Purchase Warrant attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 22, 2015, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

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* Filed herewith

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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 21, 2015

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EXHIBIT INDEX

7

* Filed herewith

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Exhibit 4.14

ZAZA ENERGY CORPORATION

1301 McKinney Street, Suite 2850

Houston, Texas 77010

SUPPLEMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT

DATED AS OF AUGUST 19, 2015

Dated as of August 19, 2015

TO THE PURCHASER LISTED

IN THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

This Supplement No. 3 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 $76,727.10 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.

CONFIRMATION

Each of the undersigned acknowledges receipt of the foregoing Supplement to Securities Purchase Agreement dated as of August 19, 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 of this Current Report of Form 8-K

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 Alpha Capital Anstalt, or registered assigns, the principal sum of SEVENTY - SIX THOUSAND SEVEN HUNDRED TWENTY - SEVEN DOLLARS AND TEN CENTS 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.

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 19, 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.

[Signature Page Follows]

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

Exhibit 10.1

COMMON STOCK PURCHASE AGREEMENT

AGREEMENT entered into as of the 19th day of August 2015, by and between ZaZa Energy Corporation, a Delaware corporation with an address at 1301 McKinney Street, Suite 2850, Houston, Texas 77010 (the “Company”), and Alpha Capital Anstalt (“Purchaser”).

WHEREAS, the Purchaser desires to purchase, and the Company desires to issue and sell, an aggregate of fifty thousand (50,000) shares (the “Shares”) of the Company’s Common Stock, par value $.0001 per share (the “Common Stock”) upon the terms and conditions hereof.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Purchaser and the Company hereby agree as follows:

SECTION 1:   SALE OF THE SHARES

1.1 Sale of the Shares.  Subject to the terms and conditions hereof, the Company will sell and deliver to the Purchaser, and the Purchaser will purchase from the Company, upon the execution and delivery hereof, the Shares for a purchase price equal to $0.50 per share, resulting in an aggregate purcahse price of $25,000.

SECTION 2:  CLOSING DATE; DELIVERY

2.1  Closing Date.  The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall be held immediately following the execution and delivery of this Agreement.

2.2  Delivery at Closing. At the Closing, the Company will deliver as directed by the Purchaser stock certificates registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefor to the Company as indicated above.

SECTION 3: REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser hereby represents and warrants to the Company as follows:

3.1  Experience.  It has such knowledge and experience in financing and business matters that it is capable of evaluating the merits and risks of an investment in the Shares and of making an informed decision and has the capacity to protect its own interests.

3.2  Investment; Access to Data.  It is acquiring the Shares for its own account, not as a nominee or agent and not with the view to, or for resale in connection with, any distribution thereof.  It has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and has been supplied with all information it deems necessary to make an informed investment decision.

3.3  Authorization.  (a) The execution and delivery of this Agreement has been duly authorized, and upon execution and delivery hereof, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally.

(b)  The execution, delivery and performance by Purchaser of this Agreement and compliance herewith and the purchase and sale of the Shares will not result in a violation of and will not conflict with, or result in a breach of, any of the terms of, or constitute a default under, any provision of state or Federal law to which Purchaser is subject, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which the Purchaser is a party or by which it is bound, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of Purchaser pursuant to any such term.

3.4 Accredited Investor.  Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

SECTION 4:  MISCELLANEOUS

4.1  Transfer Restrictions.

(a)           The Shares may be disposed of only in compliance with state and federal securities laws.  In connection with any transfer of Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an affiliate of the Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act.

(b)           The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on the Shares in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SHARES.

The Company acknowledges and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, the Purchaser may transfer pledged or secured Shares to the pledgees or secured parties.  Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.  Further, no notice shall be required of such pledge.  At the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Shares.

(c)           Certificates evidencing the Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) following any sale of such Shares pursuant to Rule 144 or (ii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).  The Company shall facilitate any such removal, including by requesting its counsel to issue a legal opinion to the Transfer Agent promptly if required by the Transfer Agent to effect the removal of the legend hereunder.  The Company agrees such time as such legend is no longer required under this Section 4.1(c), it will, no later than three trading days following the delivery by the Purchaser to the Company or its transfer agent of a certificate representing Shares, as applicable, issued with a restrictive legend (such third trading day, the “Legend Removal Date”), deliver or cause to be delivered to the Purchaser a certificate representing such shares that is free from all restrictive and other legends.  The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth in this Section 4.  Certificates for Shares subject to legend removal hereunder shall be transmitted by the transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

(d)           In addition to any of the Purchaser’s other available remedies, the Company shall pay to the Purchaser, in cash, the greater of (i) as partial liquidated damages and not as a penalty, for each $1,000 of Shares (based on the VWAP of the Common Stock on the date such Shares are submitted to the transfer agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per trading day (increasing to

$20 per trading day five (5) Trading Days after such damages have begun to accrue) for each trading day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (A) issue and deliver (or cause to be delivered) to the Purchaser by the Legend Removal Date a certificate representing the Shares so delivered to the Company by the Purchaser that is free from all restrictive and other legends or (B) if after the Legend Removal Date the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (x) such number of Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by (y) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Purchaser to the Company of the applicable Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

(e)           The Purchaser agrees with the Company that Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding. For clarity, the Company is under no obligation to file any resale registration statement under the Securities Act on behalf of the Purchaser with respect to the Shares.

4.2  Acknowledgment of Dilution.  The Company acknowledges that the issuance of the Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions.  The Company further acknowledges that its obligation to issue unlegended Shares under Section 4.1 is not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

4.3  Governing Law.  This Agreement shall be governed in all respects by the laws of the State of New York, without regard to conflicts of laws principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.  If any party hereto shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

4.4  Survival.  The terms, conditions and agreements made herein shall survive the Closing.

4.5  Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

4.6  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together, shall constitute one instrument.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the day and year first above written.