exv10w6






Exhibit 10.6




PLEDGE AGREEMENT




     This PLEDGE AGREEMENT (this “Agreement”), is effective as of the ___ day of _____,
2011 (the “Effective Date”), by and between ZaZa Energy Corporation, a Delaware corporation
(“Pledgor”), and [•], a [_______] (“Pledgee”).1



RECITALS:




     WHEREAS, Pledgor desires to purchase all of the membership interests (the “Membership
Interests”) in ZaZa Energy, LLC, a Texas limited liability company (“ZaZa”) pursuant to
that certain Contribution Agreement (the “Contribution Agreement”), dated as of August 9,
2011, by and among Pledgor and the members of ZaZa, including Pledgee;



     WHEREAS, in consideration for the Pledged Membership Interests (as defined below), Pledgor has
issued to Pledgee a promissory note having an aggregate principal balance of $_________ (the
“Note”) payable to Pledgee in the manner described therein; and



     WHEREAS, Pledgee has conditioned its contribution of its Membership Interests to Pledgor
pursuant to the Contribution Agreement upon the execution and delivery by Pledgor of this
Agreement, and Pledgor has agreed to enter into this Agreement with Pledgee.



AGREEMENTS:




     NOW, THEREFORE, in order to comply with the terms and conditions of the Contribution Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor hereby agrees with Pledgee, as follows:



     Section 1. Pledge. Pledgor hereby pledges, assigns and grants to Pledgee a security
interest in one-third (1/3) of the Membership Interests (the “Pledged Membership
Interests”), and all dividends, distributions, proceeds, and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any of the Pledged
Membership Interests.



     Section 2. Security for Obligations. This Agreement secures the payment of all
principal from time to time outstanding under the Note and all interest thereon and all other
obligations of Pledgor now or hereafter existing thereunder pursuant to the Note and this Agreement
(collectively, the “Obligations”).



     Section 3. Delivery of Pledged Membership Interests; UCC Filing.



          (a) Pledgor shall, from time to time, as may be required by Pledgee, with respect to the
Pledged Membership Interests, take all actions as may be requested by Pledgee to perfect the
security interest of Pledgee in the Pledged Membership Interests. All certificates or instruments
representing or evidencing the Pledged Membership Interests shall be delivered to and held by or on
behalf of Pledgee pursuant hereto and shall be in suitable form for transfer by






 




			
	1	 	Pledge Agreement for Lara Energy Inc. will
also include a pledge of all of the shares of ZaZa Holdings, Inc., and ZaZa
Holdings, Inc. will also be a party and will pledge the 1% membership interest
in ZaZa owned by it.




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delivery, or shall be accompanied by duly executed instruments of transfer or assignment in
blank so that control of the Pledged Membership Interests is obtained and at all times held by
Pledgee.




          (b) Pledgor hereby irrevocably authorizes Pledgee at any time and from time to time to file in
the state of Delaware and any other applicable jurisdiction any financing statements and amendments
thereto that contain the information required by Article 9 of the Uniform Commercial Code of each
applicable jurisdiction for the filing of any financing statement or amendment relating to the
Pledged Membership Interests, without the signature of Pledgor where
permitted by law.




     Section 4. Further Assurances. Pledgor agrees that at any time and from time to time,
at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and
documents, and take all further action, as may be reasonably requested by Pledgee in order to
perfect and protect any security interest granted hereby or to enable Pledgee to exercise and
enforce its rights and remedies hereunder with respect to the Pledged Membership Interests.



     Section 5. Representations and Warranties. Pledgor represents and warrants as follows:



          (a) At the time the Pledged Membership Interests becomes subject to the lien and security
interest created by this Agreement, Pledgor will be the sole, direct, legal and beneficial owner
thereof, free and clear of any lien, security interest, option or other encumbrance except for the
security interest created by this Agreement.




          (b) The pledge of the Pledged Membership Interests pursuant to this Agreement creates a valid
and perfected first priority security interest in the Pledged Membership Interests, securing the
payment and performance when due of the Obligations.




          (c) It has full power, authority and legal right to pledge the Pledged Membership Interests
pursuant to this Agreement.




          (d) Each of this Agreement and the Note has been duly authorized, executed and delivered by
Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors’ rights generally and subject to equitable principles (regardless
of whether enforcement is sought in equity or at law).




          (e) No authorization, approval, or other action by, and no notice to or filing with, any
governmental authority, regulatory body or any other entity is required for the pledge by Pledgor
of the Pledged Membership Interests pursuant to this Agreement or for the execution and delivery of
the Note and this Agreement by Pledgor or the performance by Pledgor of its obligations thereunder.




          (f) The execution and delivery of the Note and this Agreement by Pledgor and the performance
by Pledgor of its obligations thereunder, will not violate any provision of any applicable law or
regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental
authority, domestic or foreign, applicable to Pledgor or any of its






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property, or the organizational or governing documents of Pledgor or any agreement or
instrument to which Pledgor is party or by which it or its property is bound.




          (g) All certificates, agreements or instruments representing or evidencing the Pledged
Membership Interests in existence on the date hereof have been delivered to Pledgee in suitable
form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment
in blank.




     Section 6. Voting Rights; Dividends; Etc.



          (a) So long as no Event of Default (as hereinafter defined) shall have occurred and be
continuing, Pledgor shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Pledged Membership Interests or any part thereof for any purpose and from time to
time, upon request from Pledgor, Pledgee shall deliver to Pledgor suitable proxies so that Pledgor
may cast such votes or consents.




          (b) Upon the occurrence (but only during the continuation) of any Event of Default, all the
rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be
entitled to exercise pursuant to Section 6(a) hereof shall cease, and all such rights shall
thereupon become vested in Pledgee who shall thereupon have the sole right, but not the obligation,
to exercise such voting and other consensual rights.




          (c) Unless an Event of Default shall have occurred and remains uncured, Pledgor shall be
entitled to receive for its own use all cash dividends or distributions or other payments on or
associated with the Pledged Membership Interests. Upon the occurrence of an Event of Default and
prior to any cure thereof, Pledgee may require any such cash dividends or distributions to be
delivered to Pledgee as additional security hereunder or applied toward the satisfaction of the
Obligations.




     The foregoing shall be, and shall be forthwith delivered to Pledgee to be held by Pledgee as,
Pledged Membership Interests and shall, if received by Pledgor, be received in trust for the
benefit of Pledgee, be segregated from the other property or funds of Pledgor and be forthwith
delivered to Pledgee as Pledged Membership Interests in the same form as so received (with any
necessary endorsement).



     Section 7. Transfers and Other Liens. Pledgor agrees that, until all of the
Obligations have been satisfied in full, Pledgor will not (a) sell or otherwise dispose of, or
grant any option with respect to, any of the Pledged Membership Interests or (b) grant, create,
permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first
offer, encumbrance or other restriction or limitation of any nature whatsoever on or with respect
to any of the Pledged Membership Interests, except for the security interests created by this
Agreement.



     Section 8. Events of Default. “Event of Default” under this Agreement shall
have the meaning assigned to such term in the Note.



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     Section 9. Remedies Upon Default. If any Event of Default shall have occurred and be
continuing:



          (a) Pledgee may assert all rights and remedies of a secured party under the Uniform Commercial
Code as is in effect in the state of New York (the “UCC”) or other applicable law,
including, without limitation, the right to take possession of, hold, collect, sell, lease,
deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion
of the Pledged Membership Interests. If notice prior to disposition of the Pledged Membership
Interests or any portion thereof is necessary under applicable law, written notice mailed to
Pledgor at its notice address as provided in Section 21 hereof ten days prior to the date
of such disposition shall constitute reasonable notice, but notice given in any other reasonable
manner shall be sufficient. So long as the sale of the Pledged Membership Interests is made in a
commercially reasonable manner, Pledgee may sell such Pledged Membership Interests on such terms
and to such purchaser(s) as Pledgee in its absolute discretion may choose, without assuming any
credit risk and without any obligation to advertise or give notice of any kind other than that
necessary under applicable law. Without precluding any other methods of sale, the sale of the
Pledged Membership Interests or any portion thereof shall have been made in a commercially
reasonable manner if conducted in conformity with reasonable commercial practices of creditors
disposing of similar property. Pledgor hereby waives and releases to the fullest extent permitted
by law any right or equity of redemption with respect to the Pledged Membership Interests, whether
before or after sale hereunder, and all rights, if any, of marshalling the Pledged Membership
Interests and any other security for the Obligations or otherwise. At any such sale, unless
prohibited by applicable law, Pledgee or any custodian may bid for and purchase all or any part of
the Pledged Membership Interests so sold free from any such right or equity of redemption. Neither
Pledgee nor any custodian shall be liable for failure to collect or realize upon any or all of the
Pledged Membership Interests or for any delay in so doing, nor shall it be under any obligation to
take any action whatsoever with regard thereto.




          (b) All rights of Pledgor to (i) exercise the voting and other consensual rights it would
otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends
and other distributions which it would otherwise be entitled to receive and retain pursuant to
Section 6(c) shall immediately cease, and all such rights shall thereupon become vested in
Pledgee, which shall have the sole right to exercise such voting and other consensual rights and
receive and hold such dividends and other distributions as additional collateral.




          (c) Any cash held by Pledgee as collateral and all cash proceeds received by Pledgee in
respect of any sale of, collection from, or other realization upon all or any part of the Pledged
Membership Interests shall be applied in whole or in part by Pledgee against all or any part of the
Obligations in such order as Pledgee shall elect. Any surplus of such cash or cash proceeds held
by Pledgee and remaining after payment in full of all the Obligations shall be paid over to Pledgor
or to whomsoever may be lawfully entitled to receive such surplus. Pledgor shall remain liable for
any deficiency if such cash and the cash proceeds of any sale or other realization of the Pledged
Membership Interests are insufficient to pay the Obligations and the fees and other charges of any
attorneys employed by Pledgee to collect such deficiency.




          (d) If Pledgee shall determine to exercise its rights to sell all or any of the Pledged
Membership Interests pursuant to this Section 9, Pledgor agrees that, upon request of






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Pledgee, Pledgor will, at its own expense, do or cause to be done all such acts and things as
may be necessary to make such sale of the Pledged Membership Interests or any part thereof valid
and binding and in compliance with applicable law.




     Section 10. Reasonable Care. Pledgee shall be deemed to have exercised reasonable
care in the custody and the preservation of the Pledged Membership Interests in Pledgee’s
possession, if the Pledged Membership Interests are accorded treatment substantially equal to that
which Pledgee accords Pledgee’s own property, it being understood that Pledgee shall have no
responsibility for (a) ascertaining or taking action with respect to costs, conversions, changes,
maturities, tenders or other matters relative to any Pledged Membership Interests, whether or not
Pledgee has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to
preserve rights against any parties with respect to any Pledged Membership Interests.



     Section 11. Pledgee Appointed Attorney-in-Fact. Pledgor hereby appoints Pledgee as
Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and in the name
of Pledgor or otherwise, from time to time during the continuance of an Event of Default in
Pledgee’s discretion to take any action and to execute any instrument which Pledgee may deem
necessary or advisable to accomplish the purposes of this Agreement, including, without limitation,
to receive, indorse and collect all instruments made payable to Pledgor representing any dividend,
interest payment or other distribution in respect of the Pledged Membership Interests or any part
thereof and to give full discharge for the same. Such appointment, being coupled with an interest,
shall be irrevocable. Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to
be done by virtue hereof.



     Section 12. Pledgee May Perform. If Pledgor fails to perform any obligation contained
in this Agreement, Pledgee may itself perform, or cause performance of, such obligation, and the
expenses of Pledgee incurred in connection therewith shall be payable by Pledgor; provided that
Pledgee shall not be required to perform or discharge any obligation of Pledgor.



     Section 13. Security Interest Absolute. All rights of Pledgee and liens and security
interests hereunder, and all Obligations of Pledgor hereunder, shall be absolute and unconditional
irrespective of:



     (a) any illegality or lack of validity or enforceability of any Obligation or any related
agreement or instrument;



     (b) any change in the time, manner or place of payment of, or in any other term of, all or any
of the Obligations, or, if a third party shall have assumed the Obligations of Pledgor, any
amendment or waiver of, or any consent to any departure from, any assumption or similar agreement
executed and delivered in connection with such assumption;



     (c) any exchange, release or non-perfection of the Pledged Membership Interests or any other
collateral, or any release or amendment or waiver of, or any consent to any departure from, any
guaranty, for all or any of the Obligations; or



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     (d) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, Pledgor or a third party pledgor, subject to Section 15 below.



     Section 14. Continuing Security Interest; Further Actions. This Agreement shall create
a continuing first priority lien and security interest in the Pledged Membership Interests and
shall (i) remain in full force and effect until payment and performance in full of the Obligations,
(ii) be binding upon Pledgor, its successors and assigns, and (iii) inure to the benefit of Pledgee
and its successors, transferees and assigns; provided that Pledgor may not assign or otherwise
transfer any of its rights or obligations under this Agreement without the prior written consent of
Pledgee.



     Section 15. Return of the Pledged Membership Interests. Upon the full payment and
performance of the Obligations, (i) this Agreement and the pledge effected hereby shall be null and
void and the Pledged Membership Interests shall promptly be returned to Pledgor by Pledgee, at
Pledgee’s expense and (ii) Pledgee shall execute and deliver to Pledgor a proper instrument or
instruments acknowledging the satisfaction and termination of this Agreement.



     Section 16. Subordination. Notwithstanding anything to the contrary contained herein,
Pledgee acknowledges and agrees that the indebtedness of Pledgor arising under or in connection
with the Note is and will be subordinated pursuant to the terms of the Note to Senior Indebtedness
(as such term is defined in the Note). Pledgee hereby agrees to enter into customary subordination
agreements and intercreditor agreements and to take any and all other actions reasonably necessary
to evidence such subordination that are requested by Pledgee in connection with such Senior
Indebtedness.



     Section 17. Expenses. Pledgor shall upon demand pay to Pledgee any and all reasonable
expenses (including reasonable attorneys’ fees and legal expenses) incurred by Pledgee in
connection with protecting Pledgee against the claims or interests of any third person with respect
to the Pledged Membership Interests, and in exercising any right or remedy conferred by this
Agreement or by law.



     Section 18. Amendments. No amendment or waiver of any provision of this Agreement
shall in any event be effective unless the same shall be in writing and signed by both Pledgor and
Pledgee.



     Section 19. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.



     Section 20. Severability. The provisions of this Agreement are severable, and if any
clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction,
then such invalidity or unenforceability shall affect only such clause or provision or part thereof
in such jurisdiction and shall not in any manner affect such clause or provision in any other
jurisdiction or any other clause or provision in this Agreement in any jurisdiction.



     Section 21. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly delivered and received hereunder (a) four



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business days after being sent by registered or certified mail, return receipt requested,
postage prepaid, (b) one business day after being sent for next business day delivery, fees
prepaid, via a reputable nationwide overnight courier service, or (c) immediately upon delivery by
hand or by facsimile (with a written or electronic confirmation of delivery), if sent during normal
business hours of the recipient, or if not sent during normal business hours of the recipient, then
on the recipient’s next business day, in each case to the intended recipient as set forth below:





	 	(a)	 	if to Pledgor:






ZaZa Energy Corporation

c/o Toreador Holding SAS

5 rue Scribe

Paris, France

Attn: Corporate Secretary

Facsimile: 33 (0) 1 47 03 33 71




with a copy (which shall not constitute notice) to:




[__________]

[__________]

[__________]

Attn: [__________]

Facsimile: [__________]




	 	(b)	 	if to Pledgee:






[ZaZa Member]

[__________]

[__________]

Attn: [__________]

Facsimile: [__________]




with a copy (which shall not constitute notice) to:




[__________]

[__________]

[__________]

Attn: [__________]

Facsimile: [__________]



     Section 22. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original but all of which, taken together, shall
constitute but one and the same instrument. Notices and documents, including this Agreement,
delivered by fax shall be sufficient for purposes of binding the sending party.



[Remainder of Page Intentionally Left Blank]




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Effective as of the date first written above.



	 	 	 	 	 	 	 

	 	 	PLEDGOR:	 	 
	 
	 	 	 	 	 	 
	 	 	ZaZa Energy Corporation,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	PLEDGEE:	 	 
	 
	 	 	 	 	 	 
	 	 	[ZaZa Member],

a [__________]	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






Signature Page to Pledge Agreement