**Exhibit 10.10**

 

September 11, 2012

 

ZaZa Energy Corporation

1301 McKinney Street, Suite 2850

Houston, Texas 77010

 

Re: Subordinated Promissory Notes

 

Dear Sirs;

 

Reference is hereby made to those Subordinated Promissory Notes issued by ZaZa Energy Corporation (the “Company”) on February 21, 2012 and referred to on Schedule I to which the undersigned are payees thereunder (the “Notes”).  Said interest is due and payable at the end of each month from the issue date.  The Company has been accruing payments of interest on the Notes since the issue date.  A partial interest payment has been made on the date hereof.  Each of the undersigned acknowledges and agrees that any remaining accrued interest on the Notes as of the date hereof, as well as any interest accruing after the date hereof, shall not be required to be paid until the earlier of (i) the occurrence of an event providing the Company with liquidity sufficient to make such payments or (ii) February 21, 2013.  It is the understanding of the undersigned that interest will accrue on accrued and unpaid interest from the date such interest payment was originally due.  Each of the Notes remain in full force and effect in accordance with the terms thereof, except as may be expressly amended or waived hereby.  The foregoing waiver and amendment to the Notes by the undersigned is expressly conditioned upon the approval of this letter by the Board of Directors of the Company.

 

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The undersigned, for the benefit of the Company, hereby confirm the following is acceptable as of the date first written above.

 
| ** ** | **Omega   Energy LLC**                   |
|------------|------------------------------------------|
|       |                                     |
|       |                                     |
|       | By:                                      | /s/   Gaston L. Kearby |
|       |                                     | Gaston   L. Kearby |
|       |                                     | Manager |
|       |                                     |
|       |                                     |
|       | /s/   Gaston L. Kearby                   |
|       | Gaston   L. Kearby                       |
|       |                                     |
|       |                                     |
| ** ** | **Lara   Energy, Inc.**             |
| ** ** | ** **                               |
|       |                                     |
|       | By:                                      | /s/   John E. Hearn, Jr. |
|       |                                     | John   E. Hearn, Jr. |
|       |                                     | President |
|       |                                     |
|       |                                     |
|       | /s/   John E. Hearn, Jr.            |
|       | John   E. Hearn, Jr.                |
|       |                                     |
|       |                                     |
| ** ** | **Blackstone   Oil & Gas, LLC** |
| ** ** | ** **                               |
|       |                                     |
|       | By:                                      | /s/   Todd Alan Brooks |
|       |                                     | Todd   Alan Brooks |
|       |                                     | President |
|       |                                     |
|       |                                     |
|       | /s/   Todd Alan Brooks                   |
|       | Todd   Alan Brooks                       |

 

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Schedule I-Subordinated Notes

 

Subordinated Promissory Note dated as of February 21, 2012, issued to Blackstone Oil & Gas, LLC, in the aggregate principal amount of $12,750,000

 

Subordinated Promissory Note dated as of February 21, 2012, issued to Lara Energy, Inc., in the aggregate principal amount of $12,750,000

 

Subordinated Promissory Note dated as of February 21, 2012, issued to Omega Energy Corp., in the aggregate principal amount of $12,750,000

 

Subordinated Promissory Note dated as of February 21, 2012, issued to Todd Alan Brooks, in the aggregate principal amount of $3,026,666

 

Subordinated Promissory Note dated as of February 21, 2012, issued to John E. Hearn, Jr., in the aggregate principal amount of $3,026,666

 

Subordinated Promissory Note dated as of February 21, 2012, issued to Gaston L. Kearby, in the aggregate principal amount of $3,026,666

 

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