Common use of Company Equity Acceleration Benefits and Carrizo CIC Plan Inapplicable Clause in Contracts

Company Equity Acceleration Benefits and Carrizo CIC Plan Inapplicable. Notwithstanding anything to the contrary contained herein, but subject to Section 4(c), the Carrizo Oil & Gas Inc. Change in Control Severance Plan (as may be amended from time to time) (the "Carrizo CIC Plan") and any other potential rights to equity acceleration benefits in connection with a termination of employment related to the merger of Carrizo Oil & Gas, Inc. with and into the Company (the "Other Acceleration Benefits") shall not apply to the Restricted Stock Units granted hereunder. As a condition of receiving this Award, Grantee hereby expressly acknowledges and agrees that, notwithstanding anything set forth in the Carrizo CIC Plan to the contrary, the Change in Control Benefits (as defined in the Carrizo CIC Plan), the Severance Benefits (as set forth in Section 3.02(c)(3) of the Carrizo CIC Plan) and the Other Acceleration Benefits shall not apply to the Restricted Stock Units granted hereunder, and hereby waives any right to any equity acceleration benefits provided for under the Carrizo CIC Plan or the Other Acceleration Benefits with respect to this award of Restricted Stock Units. In the event this Section 4(d) should be held by a court of competent jurisdiction to be unenforceable, this Agreement shall be terminated and of no further force or effect and all Restricted Stock Units (whether vested or unvested) shall be immediately forfeited to the Company without any consideration.

Company Equity Acceleration Benefits and Carrizo CIC Plan Inapplicable. Notwithstanding anything to the contrary contained herein, but subject to Section 4(c), the Carrizo Oil & Gas Inc. Change in Control Severance Plan (as may be amended from time to time) (the "Carrizo CIC Plan") and any other potential rights to equity acceleration benefits in connection with a termination of employment related to the merger of Carrizo Oil & Gas, Inc. with and into the Company (the "Other Acceleration Benefits") shall not apply to the Restricted Stock Units Performance Shares granted hereunder. As a condition of receiving this Award, Grantee hereby expressly acknowledges and agrees that, notwithstanding anything set forth in the Carrizo CIC Plan to the contrary, the Change in Control Benefits (as defined in the Carrizo CIC Plan), the Severance Benefits (as set forth in Section 3.02(c)(3) of the Carrizo CIC Plan) ), and the Other Acceleration Benefits shall not apply to the Restricted Stock Units Performance Shares granted hereunder, and hereby waives any right to any equity acceleration benefits provided for under the Carrizo CIC Plan or the Other Acceleration Benefits with respect to this award of Restricted Stock UnitsPerformance Shares. In the event this Section 4(d) should be held by a court of competent jurisdiction to be unenforceable, this Agreement shall be terminated and of no further force or effect and all Restricted Stock Units Performance Shares (whether vested or unvested) shall be immediately forfeited to the Company without any consideration.

Company Equity Acceleration Benefits and Carrizo CIC Plan Inapplicable. Notwithstanding anything to the contrary contained herein, but subject to Section 4(c), the Carrizo Oil & Gas Inc. Change in Control Severance Plan (as may be amended from time to time) (the "Carrizo CIC Plan") and any other potential rights to equity acceleration benefits in connection with a termination of employment related to the merger of Carrizo Oil & Gas, Inc. with and into the Company (the "Other Acceleration Benefits") shall not apply to the Restricted Stock Units granted hereunder. As a condition of receiving this Award, Grantee hereby expressly acknowledges and agrees that, notwithstanding anything set forth in the Carrizo CIC Plan to the contrary, the Change in Control Benefits (as defined in the Carrizo CIC Plan), the Severance Benefits (as set forth in Section 3.02(c)(3) of the Carrizo CIC Plan) and the Other Acceleration Benefits shall not apply to the Restricted Stock Units granted hereunder, and hereby waives any right to any equity acceleration benefits provided for under the Carrizo CIC Plan or the Other Acceleration Benefits with respect to this award of Restricted Stock Units. In the event this Section 4(d) should be held by a court of competent jurisdiction to be unenforceable, this Agreement shall be terminated and of no further force or effect and all Restricted Stock Units (whether vested or unvested) shall be immediately forfeited to the Company without any consideration.

Company Equity Acceleration Benefits and Carrizo CIC Plan Inapplicable. Notwithstanding anything to the contrary contained herein, but subject to Section 4(c), the Carrizo Oil & Gas Inc. Change in Control Severance Plan (as may be amended from time to time) (the "Carrizo CIC Plan") and any other potential rights to equity acceleration benefits in connection with a termination of employment related to the merger of Carrizo Oil & Gas, Inc. with and into the Company (the "Other Acceleration Benefits") shall not apply to the Restricted Stock Units Performance Shares granted hereunder. As a condition of receiving this Award, Grantee hereby expressly acknowledges and agrees that, notwithstanding anything set forth in the Carrizo CIC Plan to the contrary, the Change in Control Benefits (as defined in the Carrizo CIC Plan), the Severance Benefits (as set forth in Section 3.02(c)(3) of the Carrizo CIC Plan) and the Other Acceleration Benefits shall not apply to the Restricted Stock Units Performance Shares granted hereunder, and hereby waives any right to any equity acceleration benefits provided for under the Carrizo CIC Plan or the Other Acceleration Benefits with respect to this award of Restricted Stock UnitsPerformance Shares. In the event this Section 4(d) should be held by a court of competent jurisdiction to be unenforceable, this Agreement shall be terminated and of no further force or effect and all Restricted Stock Units Performance Shares (whether vested or unvested) shall be immediately forfeited to the Company without any consideration.