0001193125-04-101373 Sample Contracts

FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT
Shareholders Agreement • June 10th, 2004 • Mellon Ventures Lp • Crude petroleum & natural gas • Texas

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., S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster, Douglas A.P. Hamilton, Paul B. Loyd, Jr. 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”).

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FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT
Shareholders Agreement • June 10th, 2004 • Mellon Ventures Lp • Crude petroleum & natural gas • Texas

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”), J.P. Morgan Partners (23A SBIC), LLC (formerly known as CB Capital Investors, L.P.), Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster, Douglas A.P. Hamilton, Paul B. Loyd, Jr. 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 December 15, 1999 by and among the Company and the Shareholders (the “Agreement”).

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