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EX-10.4 - EX-10.4 - ZaZa Energy Corpa13-15230_1ex10d4.htm

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q/A

(Amendment No. 1)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2013

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 001-35432

 

ZAZA ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

45-2986089

(State or other jurisdiction of incorporation)

 

(I.R.S. Employer Identification Number)

 

ZaZa Energy Corporation
1301 McKinney St Suite 2850
Houston, Texas 77010

(Address of principal executive office)

 

Registrant’s telephone number, including area code: 713-595-1900

 

Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller Reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

As of June 21, 2013, there were 105,548,553 shares of common stock, par value $0.01 per share, outstanding.

 

 

 



 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (the “Form 10-Q”), originally filed by ZaZa Energy Corporation on May 15, 2013, is being filed solely for the purpose of amending the Exhibit Index in Item 6 of Part II of the Form 10-Q and refiling Exhibit 10.4 to the Form 10-Q.  Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 6 of Part II and Exhibit 10.4

 

Except as described above, no other changes have been made to the Form 10-Q.  This Amendment does not amend, update or change the financial statements or disclosures in the Form 10-Q and does not reflect events occurring after the filing of the Form 10-Q.

 

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PART II—OTHER INFORMATION

 

ITEM 6 - EXHIBITS

 

Exhibit
Number

 

Description

 

 

 

 

10.1

 

 

Amendment No. 5 to Range Agreement, effective as of January 16, 2013 (incorporated by reference to Exhibit 10.1 to Form 8-K of ZaZa Energy Corporation (File No. 001-35432) filed on January 22, 2013).

 

 

 

 

10.2

**†

 

Amendment No. 6 to Range Agreement, dated March 25, 2013.

 

 

 

 

10.3

**

 

Purchase and Sale Agreement, dated March 22, 2013.

 

 

 

 

10.4

*†

 

Joint Exploration & Development Agreement Walker, Grimes, Madison, Trinity, and Montgomery Counties, Texas effective March 1, 2013.

 

 

 

 

10.5

**

 

Operating Agreement, effective March 1, 2013, by and between EOG Resources, Inc. and ZaZa Energy LLC.

 

 

 

 

10.6

**

 

Amendment No. 5 to Securities Purchase Agreement, dated March 28, 2013.

 

 

 

 

10.7

**

 

Amended Form of Warrant Agreement.

 

 

 

 

10.8

**

 

Amended Form of Lockup Agreement.

 

 

 

 

31.1

**

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

31.2

**

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

32.1

**

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

101.INS

**

 

XBRL Instance Document

 

 

 

 

101.SCH

**

 

XBRL Schema Document

 

 

 

 

101.CAL

**

 

XBRL Calculation Linkbase Document

 

 

 

 

101.LAB

**

 

XBRL Label Linkbase Document

 

 

 

 

101.PRE

**

 

XBRL Presentation Linkbase Document

 

 

 

 

101.DEF

**

 

XBRL Definition Linkbase Document

 


*

 

Filed or furnished herewith

**

 

Previously filed

 

Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

ZAZA ENERGY CORPORATION

 

 

 

June 24, 2013

By:

/s/ Todd A. Brooks

 

 

Todd A. Brooks

 

 

President and Chief Executive Officer

 

 

 

June 24, 2013

By:

/s/ Ian H. Fay

 

 

Ian H. Fay

 

 

Chief Financial Officer

 

 

 

June 24, 2013

By:

/s/ Paul F. Jansen

 

 

Paul F. Jansen

 

 

Chief Accounting Officer

 

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