1
AGREEMENT AND TRANSFER
OF REGISTRATION RIGHTS
This agreement (the "Agreement") dated as of November 18, 1997, is
among Xxxxxxx X.X. Xxxxxxxx ("Xxxxxxxx"), the Xxxxxxx X.X. Xxxxxxxx 1997 GRAT
(the "Transferee") created under a Trust Agreement dated October 14, 1997
between Xxxxxxxx as Grantor and Xxx X. Xxxxxxxx, as Trustee, and Carrizo Oil and
Gas, Inc. (the "Company"). Reference is made to that Registration Rights
Agreement (the "Registration Rights Agreement") dated as of June 6, 1997 among
the Company and those shareholders whose names are set forth on Annex A to such
Registration Rights Agreement. Capitalized terms used but not defined herein
shall have the meanings given to them in the Registration Rights Agreement.
Pursuant to Section 5.10 of the Registration Rights Agreement, Xxxxxxxx
has requested that the Company transfer 200,000 shares of Common Stock (the
"Transferred Shares") to the Transferee. The Transferred Shares are currently
among the shares represented by Certificate No. 0132, which represents 776,290
shares of Common Stock originally purchased from the Company by Xxxxxxxx in
1993.
The Company hereby consents to the transfer of the Registration Rights
under Section 5 of the Registration Rights Agreement.
As required by Section 2 and Section 5.10 of the Registration Rights
Agreement, the Transferee hereby agrees to be bound by the provisions of the
Registration Rights Agreement with respect to the Transferred Shares. Xxxxxxxx
and the Transferee represent to the Company that the transfer of the
Transferred Shares is made without consideration as an intra-family transfer or
a transfer for estate planning purposes.
This Agreement may be executed in any number of counterparts, each such
counterpart being deemed to be an original, and all such counterparts taken
together shall constitute the same agreement.
XXXXXXX X.X. XXXXXXXX 1997 GRAT
By: /s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx, as Trustee
CARRIZO OIL & GAS, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxx X.X. Xxxxxxxx
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Xxxxxxx X.X. Xxxxxxxx
