The number of shares of common stock to be outstanding after this offering is based on 12,141,106 shares of common stock outstanding as of September 30, 2014 and excludes, as of September 30, 2014, the following: (a) 1,600,208 shares of our common stock issuable upon conversion of any or all of our $40.0 million in outstanding convertible notes due August 1, 2017 at a conversion rate of 40.0052 shares of common stock per $1,000 principal amount of convertible notes; (b) 2,939,684 shares of our common stock issuable upon the exercise of outstanding warrants with an exercise price of $18.48 per share and that expire on August 21, 2020; (c) 653,268 shares of our common stock available for award under the ZaZa Energy Corporation 2012 Long-Term Incentive Plan; and (d) 940,497 shares of our common stock that may be issued to Todd A. Brooks, John E. Hearn, Jr., Gaston Kearby and entities controlled by each of these individuals in exchange for the outstanding 8.00% Subordinated Notes due 2017 pursuant to exchange agreements dated February 24, 2014 (the “Exchange Agreements”).
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