EXHIBIT 33
FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT (this "Amendment") is dated
as of April 21, 2004, among Carrizo Oil & Gas, Inc., a Texas corporation (the
"Company"), Mellon Ventures, L.P., X.X. Xxxxxxx XX, Xxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxxx, Xxxxxxx X.X. Xxxxxxxx, Xxxx X. Xxxx, Xx. and DAPHAM Partnership, L.P.
(the "Shareholders"). Capitalized terms used but not otherwise defined in this
Amendment should have the meanings given such terms in the Shareholders
Agreement dated as of February 20, 2002 by and among the Company and the
Shareholders (the "Agreement").
WITNESSETH:
WHEREAS, the Company and the Shareholders desire to amend the Agreement to
delete Xxxxxxx X.X. Xxxxxxxx, Xxxx X. Xxxx, Xx. and DAPHAM Partnership, L.P. as
Shareholders, Original Founder Shareholders, signatories and parties thereto;
WHEREAS, Section 5.1 of the Agreement provides that, subject to certain
exceptions, an amendment of a provision of the Agreement requires the prior
written consent of the Company, the Requisite Founder Shareholders and the
Requisite Investors;
WHEREAS, the undersigned Founder Shareholders hold in the aggregate in
excess of 50% of the outstanding shares of Common Stock held by all Founder
Shareholders as of the date of this Amendment, and therefore qualify as the
Requisite Founder Shareholders;
WHEREAS, the undersigned Investors hold in the aggregate in excess of 50%
of the Common Stock issuable upon conversion of the Series B Preferred Stock and
exercise of the Warrants, and therefore qualify as the Requisite Investors;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby agree as follows:
1. Effective as of the date hereof, the Agreement is hereby amended to
delete Xxxxxxx X. X. Xxxxxxxx, Xxxx X. Xxxx, Xx. and DAPHAM Partnership, L.P.
(each, an "Exiting Shareholder") as Shareholders, Original Founder Shareholders,
signatories and parties thereto, and as a result of this Amendment, no Exiting
Shareholder shall have, from and after the effective date of this Amendment, any
rights or obligations under the Agreement.
2. The parties hereto acknowledge that the terms of the Agreement, as
amended by this Amendment, shall continue in full force and effect. This
Amendment shall be governed by and construed in accordance with the domestic
laws of the State of New York without giving effect to any choice or conflict of
law provision or rule (whether in the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York except to the extent of internal corporate
matters, which shall be governed by the provisions of the applicable law of the
State of Texas. This Amendment may be executed in
any number of counterparts, and each counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
COMPANY:
Carrizo Oil & Gas, Inc.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer, Vice
President, Secretary and
Treasurer
INVESTORS:
Mellon Ventures, L.P.
By: MVMA, L.P., its general partner
By: MVMA, Inc., its general partner
By: /s/ Xxxx Xxxx
---------------------------
Name: Xxxx Xxxx
Title: Vice President
ORIGINAL FOUNDER SHAREHOLDERS:
/s/ X.X. Xxxxxxx XX
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X.X. Xxxxxxx XX
/s/ Xxxxx X. Xxxxxx
--------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx X.X. Xxxxxxxx
--------------------------------------------
Xxxxxxx X. X. Xxxxxxxx
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/s/ Xxxx X. Xxxx, Xx.
--------------------------------------------
Xxxx X. Xxxx, Xx.
DAPHAM Partnership, L.P.
By: /s/ Xxxxxxxx X. XxXxxx
--------------------------------------
Name: Xxxxxxxx X. XxXxxx
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