Common use of Management by Board of Directors Clause in Contracts

Management by Board of Directors. 4 6.1 Establishment of Board 4 6.2 The Board: Delegation of Authority and Duties 4 6.3 Term of Office 5 6.4 Meetings of the Board and Committees 5 6.5 Voting 6 6.6 Responsibility and Authority of the Board 7 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 7 7.3 Duties of Officers Generally 7 7.4 President 8 7.5 Chief Financial Officer 8 7.6 Vice President(s) 8 7.7 Secretary 8 Page ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 10 8.5 Indemnification of Employees and Agents 10 8.6 Appearance as a Witness 10 8.7 Right of Claimant to Bring Suit 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 11 8.10 Savings Clause 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 11 9.1 Accounting Method 11 9.2 Accounting Period 11 9.3 Inspection 12 9.4 Preparation of Financial Statements 12 ARTICLE X TAX MATTERS 12 10.1 Tax Returns and Elections 12 ARTICLE XI DISSOLUTION AND TERMINATION 12 11.1 Dissolution 12 11.2 Effect of Dissolution 12 11.3 Winding Up, Liquidating and Distribution of Assets 12 11.4 Certificate of Cancellation 13 ARTICLE XII MISCELLANEOUS 13 12.1 Notices 13 12.2 Application of Delaware Law 13 12.3 Headings 13 12.4 Waivers 14 12.5 Rights and Remedies Cumulative 14 12.6 Severability 14 12.7 Heirs, Successors and Assigns 14 12.8 Beneficiaries 14 12.9 Article 8 Opt-In 14 12.10 Assignments 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHAMA PIPELINE HOLDING LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of April 1, 2009, by Chama Pipeline Holding LLC, a Delaware corporation.

Management by Board of Directors. 4 6.1 Establishment of Board 4 6.2 The Board: Delegation of Authority and Duties 4 6.3 Term of Office 5 6.4 Meetings of the Board and Committees 5 6.5 Voting 6 6.6 Responsibility and Authority of the Board 7 6 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 7 7.3 Duties of Officers Generally 7 7.4 President 8 7 7.5 Chief Financial Officer 8 7.6 Vice President(s) 8 7.7 Secretary 8 Page ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 10 8.5 Indemnification of Employees and Agents 10 8.6 Appearance as a Witness 10 8.7 Right of Claimant to Bring Suit 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 11 8.10 Savings Clause 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 11 9.1 Accounting Method 11 9.2 Accounting Period 11 9.3 Inspection 12 11 9.4 Preparation of Financial Statements 12 11 ARTICLE X TAX MATTERS 12 10.1 Tax Returns and Elections 12 ARTICLE XI DISSOLUTION AND TERMINATION 12 11.1 Dissolution 12 11.2 Effect of Dissolution 12 11.3 Winding Up, Liquidating and Distribution of Assets 12 11.4 Certificate of Cancellation 13 ARTICLE XII MISCELLANEOUS 13 12.1 Notices 13 12.2 Application of Delaware Law 13 12.3 Headings 13 12.4 Waivers 14 13 12.5 Rights and Remedies Cumulative 14 12.6 Severability 14 12.7 Heirs, Successors and Assigns 14 12.8 Beneficiaries 14 12.9 Article 8 Opt-In 14 12.10 Assignments 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHAMA PIPELINE HOLDING CARRIZO (PERMIAN) LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of April 1February 28, 20092013, by Chama Pipeline Holding LLCCarrizo Oil & Gas, Inc. a Delaware Texas corporation.

Management by Board of Directors. 4 5 6.1 Establishment of Board 4 5 6.2 The Board: Delegation of Authority and Duties 4 5 6.3 Term of Office 5 6 6.4 Meetings of the Board and Committees 5 6 6.5 Voting 6 7 6.6 Responsibility and Authority of the Board 7 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 7 8 7.3 Duties of Officers Generally 7 8 7.4 President 8 7.5 Chief Financial Officer 8 7.6 Vice President(s) 8 9 7.7 Secretary 8 Page 9 ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 9 10 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 10 11 8.5 Indemnification of Employees and Agents 10 11 8.6 Appearance as a Witness 10 11 8.7 Right of Claimant to Bring Suit 10 11 8.8 Nonexclusivity of Rights 11 8.9 Insurance 11 12 8.10 Savings Clause 11 12 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 11 12 9.1 Accounting Method 11 12 9.2 Accounting Period 11 12 9.3 Inspection 12 9.4 Preparation of Financial Statements 12 ARTICLE X TAX MATTERS 12 13 10.1 Tax Returns and Elections 12 13 ARTICLE XI DISSOLUTION AND TERMINATION 12 13 11.1 Dissolution 12 13 11.2 Effect of Dissolution 12 13 11.3 Winding Up, Liquidating and Distribution of Assets 12 13 11.4 Certificate of Cancellation 13 14 ARTICLE XII MISCELLANEOUS 13 14 12.1 Notices 13 14 12.2 Application of Delaware Law 13 14 12.3 Headings 13 14 12.4 Waivers 14 12.5 Rights and Remedies Cumulative 14 12.6 Severability 14 15 12.7 Heirs, Successors and Assigns 14 15 12.8 Beneficiaries 14 15 12.9 Article 8 Opt-In 14 15 12.10 Assignments 14 15 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHAMA PIPELINE HOLDING MESCALERO PIPELINE, LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of April 1January 31, 20092010, by Chama Pipeline Holding Mescalero Pipeline, LLC, a Delaware corporationlimited liability company.

Management by Board of Directors. 4 6.1 Establishment of Board 4 6.2 The Board: Delegation of Authority and Duties 4 6.3 Term of Office 5 6.4 Meetings of the Board and Committees Committees. 5 6.5 Voting 6 6.6 Responsibility and Authority of the Board 7 6 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 7 7.3 Duties of Officers Generally 7 7.4 President 8 7 7.5 Chief Financial Officer 8 7.6 Vice President(s) 8 7.7 Secretary 8 Page ARTICLE VIII INDEMNIFICATION 9 8 8.1 Exculpation 9 8 8.2 Right to Indemnification 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 10 8.5 Indemnification of Employees and Agents 10 8.6 Appearance as a Witness 10 8.7 Right of Claimant to Bring Suit 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 11 8.10 Savings Clause 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 11 9.1 Accounting Method 11 9.2 Accounting Period 11 9.3 Inspection 12 11 9.4 Preparation of Financial Statements 12 11 ARTICLE X TAX MATTERS 12 11 10.1 Tax Returns and Elections 12 11 ARTICLE XI DISSOLUTION AND TERMINATION 12 11.1 Dissolution 12 11.2 Effect of Dissolution 12 11.3 Winding Up, Liquidating and Distribution of Assets 12 11.4 Certificate of Cancellation 13 ARTICLE XII MISCELLANEOUS 13 12.1 Notices 13 12.2 Application of Delaware Law 13 12.3 Headings 13 12.4 Waivers 14 13 12.5 Rights and Remedies Cumulative 14 13 12.6 Severability 14 13 12.7 Heirs, Successors and Assigns 14 12.8 Beneficiaries 14 12.9 Article 8 Opt-In 14 12.10 Assignments 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHAMA PIPELINE HOLDING CARRIZO (UTICA) LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of April 1August 23, 20092011, by Chama Pipeline Holding LLCCarrizo Oil & Gas, Inc. a Delaware Texas corporation.

Management by Board of Directors. 4 6.1 Establishment of Board 4 6.2 The Board: Delegation of Authority and Duties 4 6.3 Term of Office 5 6.4 Meetings of the Board and Committees 5 6.5 Voting 6 6.6 Responsibility and Authority of the Board 7 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 7 7.3 Duties of Officers Generally 7 7.4 President 8 7.5 Chief Financial Officer 8 7.6 Vice President(s) 8 7.7 Secretary 8 Page ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 10 8.5 Indemnification of Employees and Agents 10 8.6 Appearance as a Witness 10 8.7 Right of Claimant to Bring Suit 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 11 8.10 Savings Clause 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 11 9.1 Accounting Method 11 9.2 Accounting Period 11 9.3 Inspection 12 9.4 Preparation of Financial Statements 12 ARTICLE X TAX MATTERS 12 10.1 Tax Returns and Elections 12 ARTICLE XI DISSOLUTION AND TERMINATION 12 11.1 Dissolution 12 11.2 Effect of Dissolution 12 11.3 Winding Up, Liquidating and Distribution of Assets 12 11.4 Certificate of Cancellation 13 ARTICLE XII MISCELLANEOUS 13 12.1 Notices 13 12.2 Application of Delaware Law 13 12.3 Headings 13 12.4 Waivers 14 12.5 Rights and Remedies Cumulative 14 12.6 Severability 14 12.7 Heirs, Successors and Assigns 14 12.8 Beneficiaries 14 12.9 Article 8 Opt-In 14 12.10 Assignments 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHAMA BANDELIER PIPELINE HOLDING HOLDING, LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of April 1January 31, 20092010, by Chama Bandelier Pipeline Holding Holding, LLC, a Delaware corporationlimited liability company.

Management by Board of Directors. 4 6.1 Establishment of Board 4 6.2 The Board: Delegation of Authority and Duties 4 6.3 Term of Office 5 6.4 Meetings of the Board and Committees 5 6.5 Voting 6 6.6 Responsibility and Authority of the Board 7 6 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 7 7.3 Duties of Officers Generally 7 7.4 President 8 7 7.5 Chief Financial Officer 8 7.6 Vice President(s) 8 7.7 Secretary 8 Page ARTICLE VIII INDEMNIFICATION 9 8 8.1 Exculpation 9 8 8.2 Right to Indemnification 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 10 8.5 Indemnification of Employees and Agents 10 8.6 Appearance as a Witness 10 8.7 Right of Claimant to Bring Suit 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 11 8.10 Savings Clause 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 11 9.1 Accounting Method 11 9.2 Accounting Period 11 9.3 Inspection 12 11 9.4 Preparation of Financial Statements 12 11 ARTICLE X TAX MATTERS 12 11 10.1 Tax Returns and Elections 12 11 ARTICLE XI DISSOLUTION AND TERMINATION 12 11.1 Dissolution 12 11.2 Effect of Dissolution 12 11.3 Winding Up, Liquidating and Distribution of Assets 12 11.4 Certificate of Cancellation 13 ARTICLE XII MISCELLANEOUS 13 12.1 Notices 13 12.2 Application of Delaware Law 13 12.3 Headings 13 12.4 Waivers 14 13 12.5 Rights and Remedies Cumulative 14 13 12.6 Severability 14 13 12.7 Heirs, Successors and Assigns 14 12.8 Beneficiaries 14 12.9 Article 8 Opt-In 14 12.10 Assignments 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHAMA PIPELINE HOLDING CARRIZO (EAGLE FORD) LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of April 1June 29, 20092011, by Chama Pipeline Holding LLCCarrizo Oil & Gas, Inc., a Delaware Texas corporation.

Management by Board of Directors. 4 6.1 Establishment of Board 4 6.2 The Board: Delegation of Authority and Duties 4 6.3 Term of Office 5 6.4 Meetings of the Board and Committees 5 6.5 Voting 6 6.6 Responsibility and Authority of the Board 7 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 7 7.3 Duties of Officers Generally 7 7.4 President 8 7.5 Chief Financial Officer 8 7.6 Vice President(s) 8 7.7 Secretary 8 Page ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 10 8.5 Indemnification of Employees and Agents 10 8.6 Appearance as a Witness 10 8.7 Right of Claimant to Bring Suit 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 11 8.10 Savings Clause 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 11 9.1 Accounting Method 11 9.2 Accounting Period 11 9.3 Inspection 12 9.4 Preparation of Financial Statements 12 ARTICLE X TAX MATTERS 12 10.1 Tax Returns and Elections 12 ARTICLE XI DISSOLUTION AND TERMINATION 12 11.1 Dissolution 12 11.2 Effect of Dissolution 12 11.3 Winding Up, Liquidating and Distribution of Assets 12 11.4 Certificate of Cancellation 13 ARTICLE XII MISCELLANEOUS 13 12.1 Notices 13 12.2 Application of Delaware Law 13 12.3 Headings 13 12.4 Waivers 14 12.5 Rights and Remedies Cumulative 14 12.6 Severability 14 12.7 Heirs, Successors and Assigns 14 12.8 Beneficiaries 14 12.9 Article 8 Opt-In 14 12.10 Assignments 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHAMA PECOS PIPELINE HOLDING LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of April 1, 2009, by Chama Pecos Pipeline Holding LLC, a Delaware corporation.