EXHIBIT 34
FORM OF LOCK-UP AGREEMENT
February 4, 2004
CIBC World Markets Corp.
As Representative of the Several Underwriters
c/o CIBC World Markets Corp.
CIBC World Markets Tower
World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Public Offering of Common Stock of Carrizo Oil & Gas, Inc.
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Gentlemen:
The undersigned, a holder of common stock ("Common Stock") or rights to
acquire Common Stock, of Carrizo Oil & Gas, Inc. (the "Company") understands
that the Company has filed a Registration Statement on Form S-2, File No.
333-111475 (the "Registration Statement"), and amendments thereto, with the
Securities and Exchange Commission (the "Commission") for the registration of
approximately 6,555,000 shares (the "Shares") of Common Stock (including 855,000
shares subject to an over-allotment option on the part of the Underwriters) (the
"Offering"). The undersigned further understands that you are contemplating
entering into an Underwriting Agreement with the Company and the Selling
Stockholders named therein in connection with the Offering (the "Underwriting
Agreement"). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the Underwriting Agreement.
In order to induce the Company, you and the other Underwriters to enter
into the Underwriting Agreement and to proceed with the Offering, the
undersigned agrees, for the benefit of the Company, you and the other
Underwriters, that should the Offering be effected the undersigned will not,
without your prior written consent, directly or indirectly, make any offer,
sale, assignment, transfer, encumbrance, contract to sell, grant of an option to
purchase or other disposition of any Common Stock beneficially owned (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, but
excluding any shares so beneficially owned solely as a result of the application
of clause (1) of paragraph (a) of such Rule 13d-3) by the undersigned on the
date hereof or hereafter acquired for a period of 90 days subsequent to the date
of the Underwriting Agreement, other than Common Stock (i) to be sold in the
Offering, (ii) acquired in open market transactions by the undersigned after the
date hereof, (iii) transferred as a gift or gifts or as intra-family transfers
or transfers to trusts or family limited partnerships for
estate planning purposes (provided that any donee thereof agrees in writing to
be bound by the terms hereof); provided that the foregoing restriction shall not
apply to (i) bona fide pledges of securities either (A) existing on the date of
this letter or (B) subsequent pledges if the pledgee of such securities agrees
in writing to be bound by the restrictions contained in this letter with respect
to such securities or (iv) transfers pursuant to a sale of 100% of the
outstanding Common Stock of the Company, whether pursuant to a merger or
otherwise, to a third party or group of third parties, provided that the third
party or group of third parties agree to be bound in writing by the restrictions
set forth herein until such time as such third party or group of third parties
have acquired 100% of the outstanding Common Stock of the Company.
In addition, notwithstanding the foregoing, the undersigned may
transfer, distribute or otherwise dispose of shares of Common Stock, in whole or
in part, to any of the undersigned's affiliates (as this term is defined in Rule
144(a)(i) under the Securities Act of 1933, as amended) including, but not
limited to the following: (a) if the undersigned is a corporation, the
corporation may transfer any shares of Common Stock to any wholly-owned
subsidiary of such corporation, (b) if the undersigned is a partnership or
limited liability company (an "LLC"), the partnership or LLC, as the case may
be, may distribute any shares of Common Stock to a partner or partners of such
partnership or to a member or members of such LLC, as applicable, or (c) the
undersigned may grant a participation interest or otherwise transfer, directly
or indirectly, the economic consequences of ownership of shares of Common Stock
to any of the undersigned's affiliates in the ordinary course; provided however,
that in any such case, it shall be a condition to any such transfer or
distribution that the transferee or distributee, as applicable, execute an
agreement stating that the transferee or distributee is receiving and holding
such shares of Common Stock subject to the provisions of this letter and there
shall be no further transfer of such shares of Common Stock except in accordance
with this letter.
It is understood that, if the Company notifies you that it does not
intend to proceed with the Offering, if the Underwriting Agreement does not
become effective, if the Company or any of the Underwriters are in violation or
breach of the Underwriting Agreement, or if the Underwriting Agreement (other
than the provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of the Shares, the undersigned
shall be released from all obligations under this letter.
The undersigned, whether or not participating in the Offering, confirms
that he, she or it understands that the Underwriters and the Company will rely
upon the representations set forth in this agreement in proceeding with the
Offering. This agreement shall be binding on the undersigned and his, her or its
respective successors, heirs, personal representatives and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
the Company's transfer agent against the transfer of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock held by the
undersigned except in compliance with this agreement.
Very truly yours,
Dated: Feburary 2, 2004 /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
