Exhibit 10.1


 


Execution
Version


 


VOTING AGREEMENT


 


VOTING AGREEMENT, dated as of February 23, 2010 (this “Agreement”),
by and among Powder Holdings, LLC, a Delaware limited liability company (“Parent”) and each of the other parties signatory hereto (each a “Stockholder” and collectively, the “Stockholders”), and solely for the purposes of Section 5.2
hereof, Pinnacle Gas Resources, Inc., a Delaware corporation (the “Company”).


 


W I T N E S S E T H:


 


WHEREAS, concurrently with the execution of this Agreement,
Parent, Powder Acquisition Co., a Delaware corporation and a direct, wholly
owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger, dated
as of the date hereof (as amended, supplemented, restated or otherwise modified
from time to time, the “Merger Agreement”)
pursuant to which, among other things, the Company and Merger Sub will merge
(the “Merger”) and, except as otherwise
provided in the Merger Agreement, each issued and outstanding share of the Company’s
common stock, par value $0.01 per share (the “Common Stock”)
will be converted into the right to receive the merger consideration specified
therein.


 


WHEREAS, as a condition and inducement to Parent entering
into the Merger Agreement, Parent has required that the Stockholders agree, and
the Stockholders have agreed, to enter into this Agreement and abide by the
covenants and obligations with respect to the Covered Shares (as hereinafter
defined) set forth herein.


 


NOW THEREFORE, in consideration of the foregoing and the
mutual representations, warranties, covenants and agreements herein contained,
and intending to be legally bound hereby, the parties hereto agree as follows:


 


ARTICLE
I

GENERAL


 


Section 1.1                                      Defined
Terms.   The following capitalized terms, as used
in this Agreement, shall have the meanings set forth below. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed thereto
in the Merger Agreement.


 


“Beneficial Ownership” by a Person of
any securities includes ownership by any other Person if such Person, directly
or indirectly, through any contract, arrangement, understanding, relationship
or otherwise, has or shares with such other Person (i) voting power which
includes the power to vote, or to direct the voting of, such security; and/or (ii) investment
power which includes the power to dispose, or to direct the disposition, of
such security; and shall otherwise be interpreted in accordance with the term “beneficial
owner” as defined in Rule 13d-3 adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended; provided that
for purposes of determining Beneficial Ownership, a Person shall be deemed to
be the Beneficial Owner of any securities which may be acquired by such Person
pursuant to any agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise
(irrespective of whether the right to 


 


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acquire
such securities is exercisable immediately or only after the passage of time,
including the passage of time in excess of 60 days, the satisfaction of
any conditions, the occurrence of any event or any combination of the
foregoing). The terms “Beneficially Own” and “Beneficially Owned”
shall have a correlative meaning.


 


“Contribution Agreement” means that
certain Contribution Agreement, dated as of the date hereof, by and among
Parent, Scotia Waterous (USA) Inc., DLJ Merchant Banking Partners III, L.P. and
affiliated investment funds.


 


“Covered Shares” means, with respect to each Stockholder, such Stockholder’s
Existing Shares, together with any shares of Common Stock or other voting
capital stock of the Company and any securities convertible into or exercisable
or exchangeable for shares of Common Stock or other voting capital stock of the
Company, in each case, that such Stockholder acquires Beneficial Ownership of
on or after the date hereof.  For the
avoidance of doubt, with respect to DLJ Merchant Banking III, Inc.,
Covered Shares shall include the Transferred Shares.


 


“Encumbrance” means any security interest, pledge, mortgage, deed of trust,
lien (statutory or other), charge, option to purchase, lease or other right to
acquire any interest or any claim, restriction, covenant, title defect,
hypothecation, assignment, deposit arrangement or other encumbrance of any kind
or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement).


 


“Existing Shares” means, with respect to each Stockholder, the shares of Common
Stock Beneficially Owned or owned of record by such Stockholder.


 


“Person” means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or
political subdivision thereof or any other entity, or any group comprised of
two or more of the foregoing.


 


“Representatives” means the officers, directors, employees, agents, advisors and
affiliates of a Person.


 


“Transfer” means, directly or indirectly, to sell, transfer, assign,
pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary
disposition, by operation of law or otherwise), either voluntarily or
involuntarily, or to enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, assignment, pledge,
Encumbrance, hypothecation or similar disposition of (by merger, by
testamentary disposition, by operation of law or otherwise).


 


“Transferred Shares” means all shares of Common Stock
Beneficially Owned or owned of record by Susan C. Schnabel as of the date
hereof, together with any shares of Common Stock or other voting capital stock
of the Company and any securities convertible into or exercisable or
exchangeable for shares of Common Stock or other voting capital stock of the
Company, in each case, that Susan C. Schnabel acquires Beneficial Ownership of
on or after the date hereof.


 


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ARTICLE
II

VOTING


 


Section 2.1                                      Agreement to
Vote.    Each Stockholder hereby agrees that
during the term of this Agreement, at the Company Meeting or any other meeting
of the stockholders of the Company, however called, including any adjournment
or postponement thereof, or in connection with any written consent of the
stockholders of the Company, such Stockholder shall, in each case to the
fullest extent that such Stockholder’s Covered Shares are entitled to vote
thereon or consent thereto:


 


(a)                                  appear at
each such meeting or otherwise cause such Stockholder’s Covered Shares to be
cast in accordance with the applicable procedures relating thereto so as to ensure
that they are duly counted as present thereat for purposes of calculating a
quorum; and


 


(b)                                 vote (or
cause to be voted), in person or by proxy, or deliver (or cause to be
delivered) a written consent covering, all of such Stockholder’s Covered Shares
(i) in favor of the adoption of the Merger Agreement and any other action
reasonably requested by Parent in furtherance thereof; (ii) against any
action, proposal, transaction or agreement that would reasonably be expected to
result in a breach in any respect of any covenant, representation or warranty
or any other obligation or agreement of the Company contained in the Merger
Agreement, or of any Stockholder contained in this Agreement; and (iii) against
any Acquisition Proposal or any other action, agreement or transaction that is
intended, or could reasonably be expected, to materially impede, interfere
with, delay, postpone, discourage or adversely affect the Merger or any of the
other transactions contemplated by the Merger Agreement or this Agreement or
the performance by such Stockholder of its obligations under this Agreement,
including, without limitation: (A) any extraordinary corporate
transaction, such as a merger, consolidation or other business combination
involving the Company or its Subsidiaries (other than the Merger); (B) a
sale, lease or transfer of a material amount of assets of the Company or any of
its Subsidiaries or a reorganization, recapitalization or liquidation of the
Company or any of its Subsidiaries; (C) an election of new members to the
board of directors of the Company, other than nominees to the board of
directors of the Company who are serving as directors of the Company on the
date of this Agreement or as otherwise provided in the Merger Agreement; (D) any
material change in the present capitalization or dividend policy of the Company
or any amendment or other change to the Company’s articles of incorporation or
bylaws, except if approved by Parent; or (E) any other material change in
the Company’s corporate structure or business.


 


Section 2.2                                      No
Inconsistent Agreements.    Each
Stockholder hereby covenants and agrees that, except for this Agreement, the
Stockholders Agreement or as permitted by Section 2.1, such
Stockholder (a) has not entered into, and shall not enter into at any time
while this Agreement remains in effect, any voting agreement or voting trust
with respect to such Stockholder’s Covered Shares and (b) has not granted,
and shall not grant at any time while this Agreement remains in effect, a
proxy, consent or power of attorney with respect to such Stockholder’s Covered
Shares.


 


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ARTICLE
III
  REPRESENTATIONS AND WARRANTIES OF THE
STOCKHOLDERS


 


Section 3.1                                      Representations
and Warranties of the Stockholders.   Each Stockholder
hereby represents and warrants to Parent as follows:


 


(a)                                  Organization;
Authorization; Validity of Agreement; Necessary Action. Such
Stockholder has the legal capacity and all requisite power and authority to
enter into this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by such Stockholder and, assuming this Agreement
constitutes a valid and binding obligation of Parent and the Company, constitutes
a valid and binding obligation of such Stockholder, enforceable against it in
accordance with its terms, except as enforcement may be limited by general
principles of equity whether applied in a court of law or a court of equity and
by bankruptcy, insolvency and similar laws affecting creditors’ rights and
remedies generally.


 


(b)                                 Ownership. Such
Stockholder’s (other than DLJ Merchant Banking III, Inc.) Existing Shares
are, and all of such Stockholder’s Covered Shares owned from the date hereof through
and on the Closing Date will be, Beneficially Owned or owned of record by such
Stockholder. In the case of DLJ Merchant Banking III, Inc., all of such
Stockholder’s Covered Shares owned on the Closing Date will be, Beneficially
Owned or owned of record by such Stockholder. 
Such Stockholder has good and marketable title to such Stockholder’s
Existing Shares (and will have good and marketable title to such Stockholder’s
Covered Shares), free and clear of any Encumbrances, except as provided in this
Agreement, the Contribution Agreement and the Stockholders Agreement and except
that DLJ Merchant Banking III, Inc. may be deemed to Beneficially Own the
shares of Common Stock owned of record by the other Stockholders listed under
the title “DLJ Stockholders” on Schedule 1 and shares of Common Stock
owned of record by Susan C. Schnabel.  As
of the date hereof, such Stockholder’s Existing Shares constitute all of the
shares of Common Stock Beneficially Owned or owned of record by such
Stockholder. Such Stockholder has and will have at all times through the
Closing Date sole voting power, sole power of disposition, sole power to issue
instructions with respect to the matters set forth in ARTICLE II hereof,
and sole power to agree to all of the matters set forth in this Agreement, in
each case with respect to all of such Stockholder’s Existing Shares and with
respect to all of the Covered Shares owned of record by such Stockholder at all
times through the Closing Date.


 


Section 3.2                                      Representations
and Warranties of Parent.    Parent
hereby represents and warrants to each Stockholder as follows:


 


(a)                                  Organization;
Authorization; Validity of Agreement; Necessary Action. Parent has
the legal capacity and all requisite power and authority to enter into this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Parent and, assuming this Agreement constitutes a valid and
binding obligation of the Stockholders and the Company, constitutes a valid and
binding obligation of Parent, enforceable against it in accordance with its
terms, except as enforcement may be limited by general principles of equity
whether applied in a court of law 


 


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or a
court of equity and by bankruptcy, insolvency and similar laws affecting
creditors’ rights and remedies generally.


 


ARTICLE
IV

OTHER COVENANTS


 


Section 4.1                                      Prohibition
on Transfers, Other Actions.   Except as provided
for in the Contribution Agreement, each Stockholder hereby agrees not to (i) Transfer
any of such Stockholder’s Covered Shares or any interest therein, (ii) enter
into any agreement, arrangement or understanding with any Person, or take any
other action, that violates or conflicts with or would reasonably be expected
to violate or conflict with, or result in or give rise to a violation of or
conflict with, such Stockholder’s representations, warranties, covenants and
obligations under this Agreement, or (iii) take any action that could
restrict or otherwise affect such Stockholder’s legal power, authority and
right to comply with and perform such Stockholder’s covenants and obligations
under this Agreement.


 


Section 4.2                                      Stock
Dividends, etc.   In the event of a
stock split, stock dividend or distribution, or any change in the Common Stock
by reason of any split-up, reverse stock split, recapitalization, combination,
reclassification, exchange of shares or the like, the terms “Existing Shares”
and “Covered Shares” shall be deemed to refer to and include such shares as
well as all such stock dividends and distributions and any securities into
which or for which any or all of such shares may be changed or exchanged or
which are received in such transaction.


 


Section 4.3                                      Further Assurances.   From
time to time, at Parent’s reasonable request and without further consideration,
each Stockholder shall execute and deliver such additional documents and take
all such further action as may be necessary or desirable to effect the actions
and consummate the transactions contemplated by this Agreement.


 


ARTICLE
V

MISCELLANEOUS


 


Section 5.1                                      Termination.    This
Agreement shall terminate and be of no further force or effect upon the earlier
to occur of (i) the Closing and (ii) the date of termination of the
Merger Agreement in accordance with its terms. 
Nothing in this Section 5.1 shall relieve any party of, or
otherwise limit any party’s, liability for willful breach of this Agreement.


 


Section 5.2                                      Stop
Transfer Order. 
In furtherance of this Agreement, each Stockholder hereby authorizes and
instructs the Company to instruct its transfer agent to enter a stop transfer
order with respect to all of such Stockholder’s Covered Shares.  The Company agrees that as promptly as
practicable after the date of this Agreement, it shall give such stop transfer
instructions to the transfer agent for the Common Stock.


 


Section 5.3                                      Director
Matters Excluded. 
Parent acknowledges and agrees that no provision of this Agreement shall
limit or otherwise restrict any Stockholder (or any employee of any Stockholder
or its affiliates) with respect to any act or omission that he or she may
undertake or authorize in his or her capacity as a member of Company’s Board of
Directors, including, without limitation, any vote that any Stockholder (or any
employee of any Stockholder or its 


 


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affiliates)
may make as a director of the Company with respect to any matter presented to
the Company’s Board of Directors.


 


Section 5.4                                      No Ownership
Interest.  Nothing contained in
this Agreement shall be deemed to vest in Parent or any other Person any direct
or indirect ownership or incidence of ownership of or with respect to any
Covered Shares.  All rights, ownership
and economic benefits of and relating to the Covered Shares shall remain vested
in and belong to the applicable Stockholder, and neither Parent nor any Person
shall have authority to direct any Stockholder in the voting or disposition of
any of the Covered Shares, except as otherwise provided herein.


 


Section 5.5                                      Notices.    All
notices and other communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by delivery in
person, by facsimile or by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties at the following addresses
(or at such other address for a party as shall be specified in a notice given
in accordance with this Section 5.5):


 


(a)                                  if to Parent
to:


 


c/o
Scotia Waterous


711
Louisiana Street, Suite 1400


Pennzoil
Place, South Tower


Houston,
Texas 77002


Attn:
Tym Tombar


Fax:                           (713) 759-7431


With
a copy to:


Vinson &
Elkins LLP


1001
Fannin Street, Suite 2500


Houston,
Texas 77002


Attn:
Nicole E. Clark


Fax:  (713) 615-5950


 


(b)                                 if to the
Company (for purposes of Section 5.2) to:


 


Pinnacle Gas Resources, Inc.


1 East Alger


Sheridan, Wyoming 82801


Attn: Tom McGonagle


Fax: (307) 673-9711


 


With a copy to:


 


Joe
Perillo

Locke Lord Bissell & Liddell LLP

600 Travis Street


Suite 2800


 


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Houston,
Texas 77002

Fax: (713) 229-2610


 


(c)                                  if to any
Stockholder, then at the address set forth below its name on Schedule 1
hereto.


 


Section 5.6                                      Interpretation.   The
words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section references are to this
Agreement unless otherwise specified. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed
by the words “without limitation.” The meanings given to terms defined herein
shall be equally applicable to both the singular and plural forms of such terms.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.


 


Section 5.7                                      Headings.   The
descriptive headings contained in this Agreement are included for convenience
of reference only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


Section 5.8                                      Counterparts.   This
Agreement may be executed by facsimile and in counterparts, all of which shall
be considered one and the same agreement and shall become effective when
counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart.


 


Section 5.9                                      Entire
Agreement.   This Agreement, the Contribution
Agreement and, to the extent referenced herein, the Merger Agreement, together
with the several agreements and other documents and instruments referred to
herein or therein or annexed hereto or thereto, constitute the entire
agreement, and supersede all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof.


 


Section 5.10                                Mutual
Drafting.   Each party has participated in the drafting of
this Agreement, which each party acknowledges is the result of extensive
negotiations between the parties.  If an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if it is drafted by all the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of
authorship of any of the provisions of this Agreement.


 


Section 5.11                                Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial.


 


(a)                                  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware.


 


(b)                                 Each of the
parties irrevocably agrees that any legal action or proceeding with respect to
this Agreement and the rights and obligations arising hereunder, or for
recognition and enforcement of any judgment in respect of this Agreement and
the rights and obligations arising hereunder brought by the other party hereto
or its successors or assigns, shall 


 


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be
brought and determined exclusively in the Delaware Court of Chancery and any
state appellate court therefrom within the State of Delaware (or, if the
Delaware Court of Chancery declines to accept jurisdiction over a particular
matter, any state or federal court within the State of Delaware).  Each of the parties hereby irrevocably
submits with regard to any such action or proceeding for itself and in respect
of its property, generally and unconditionally, to the personal jurisdiction of
the aforesaid courts and agrees that it will not bring any action relating to
this Agreement or any of the transactions contemplated by this Agreement in any
court other than the aforesaid courts. 
Each of the parties hereby irrevocably waives, and agrees not to assert
as a defense, counterclaim or otherwise, in any action or proceeding with
respect to this Agreement, (a) any claim that it is not personally subject
to the jurisdiction of the aforesaid courts for any reason other than the
failure to serve in accordance with this Section 5.11, (b) any
claim that it or its property is exempt or immune from jurisdiction of any such
court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise) and (c) to the fullest
extent permitted by the applicable Law, any claim that (i) the suit,
action or proceeding in such court is brought in an inconvenient forum, (ii) the
venue of such suit, action or proceeding is improper or (iii) this
Agreement, or the subject matter hereof, may not be enforced in or by such
courts.


 


(c)                                  EACH OF THE
PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section 5.12                                Amendment;
Waiver.   This Agreement may not be amended except
by an instrument in writing signed by Parent and, to the extent such amendment
relates to a Stockholder, such Stockholder, provided that
any amendment to Section 5.2 shall also require the consent of the
Company. Each party may waive any right of such party hereunder by an
instrument in writing signed by such party and delivered to Parent and the
applicable Stockholder(s).


 


Section 5.13                                Specific
Performance.   Each party agrees that irreparable damage may
occur in the event any provision of this Agreement was not performed in
accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at
law or in equity.


 


Section 5.14                                Severability.   Any
term or provision of this Agreement which is determined by a court of competent
jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction, and
if any provision of this Agreement is determined to be so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable, in all cases so long as neither the economic nor legal substance
of the transactions contemplated hereby is affected in any manner materially
adverse to any party or its stockholders. Upon any such determination, the
parties shall negotiate in good faith in an effort to agree upon a suitable and
equitable substitute provision to effect the original intent of the parties.


 


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Section 5.15                                Successors
and Assigns; Third Party Beneficiaries.   Neither
this Agreement nor any of the rights or obligations of any party under this
Agreement shall be assigned, in whole or in part (by operation of law or otherwise),
by any party without the prior written consent of Parent and the Stockholders,
except that, without such prior written consent, Parent may assign this
Agreement (in whole or in part) to any Person to which it assigns any of its
rights or obligations under the Merger Agreement in accordance therewith.
Subject to the foregoing, this Agreement shall bind and inure to the benefit of
and be enforceable by the parties hereto and their respective successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended
to confer on any Person other than the parties hereto or their respective
successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
(where applicable, by their respective officers or other authorized Person
thereunto duly authorized) as of the date first written above.


 


	
   

  	
   

  	
  POWDER HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tym Tombar

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tym Tombar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


	
   

  	
   

  	
  PINNACLE GAS RESOURCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter G. Schoonmaker

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter G. Schoonmaker

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DLJ
  MERCHANT BANKING PARTNERS III, L.P.

  
	
   

  	
   

  	
  By:

  	
  DLJ Merchant
  Banking III, Inc.,

  
	
   

  	
   

  	
   

  	
  its Managing
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DLJ MERCHANT BANKING III, INC., as Advisory General Partner on Behalf
  of DLJ OFFSHORE PARTNERS III, C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


SIGNATURE PAGE TO


VOTING AGREEMENT


 

















 


	
   

  	
   

  	
  DLJ MERCHANT BANKING III, INC., as Advisory General Partner on Behalf
  of DLJ OFFSHORE PARTNERS III-1, C.V.
  and as Attorney-in-Fact for DLJ Merchant Banking III, L.P., as Domestic
  Associate General Partner of DLJ OFFSHORE PARTNERS
  III-1, C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
   

  	
  DLJ MERCHANT BANKING III, INC., as Advisory General Partner on Behalf
  of DLJ OFFSHORE PARTNERS III-2, C.V.
  and as Attorney-in-Fact for DLJ Merchant Banking III, L.P., as Domestic
  Associate General Partner of DLJ OFFSHORE PARTNERS
  III-2, C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
   

  	
  DLJ MB PARTNERSIII GMBH &
  CO. KG

  By: DLJ Merchant Banking III, Inc.,

  the General Partner of DLJ Merchant Banking III, L.P., its Managing Limited
  Partner.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
   

  	
  By: DLJ MB GmbH, 

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


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  MILLENNIUM PARTNERS II, L.P.

  
	
   

  	
   

  	
  By: DLJ Merchant Banking III, Inc.,

  its Managing General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
   

  	
  MBP III PLAN INVESTORS, L.P.

  
	
   

  	
   

  	
  By: DLJ LBO Plans Management Corporation II, its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
   

  	
  DLJ MERCHANT BANKING III, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth J.
  Lohsen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
   

  	
  CCBM, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ S. P.
  Johnson

  
	
   

  	
   

  	
   

  	
  Name: S. P.
  Johnson

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/ Peter G.
  Schoonmaker

  
	
   

  	
   

  	
   

  	
  Peter G. Schoonmaker

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/ Ronald T.
  Barnes

  
	
   

  	
   

  	
   

  	
  Ronald T. Barnes

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/ Thomas G.
  McGonagle

  
	
   

  	
   

  	
   

  	
  Thomas G. McGonagle

  



 


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AGREEMENT


 

















 


	
   

  	
   

  	
  By:

  	
  /s/ Robert L.
  Cabes, Jr.

  
	
   

  	
   

  	
   

  	
  Robert L. Cabes, Jr.

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey P.
  Gunst

  
	
   

  	
   

  	
   

  	
  Jeffrey P. Gunst

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/ S. P.
  Johnson, IV

  
	
   

  	
   

  	
   

  	
  S. P. Johnson, IV

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/ F. Gardner
  Parker

  
	
   

  	
   

  	
   

  	
  F. Gardner Parker

  



 


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Schedule 1


 


Stockholders


 


	
  DLJ Stockholders

   

  DLJ Merchant Banking Partners III, L.P.

  DLJ Offshore Partners III, C.V.

  DLJ Offshore Partners III-1, C.V.

  DLJ Offshore Partners III-2, C.V.

  DLJ MB PartnersIII GmbH & Co. KG

  Millennium Partners II, L.P.

  MBP III Plan Investors, L.P.

  DLJ Merchant Banking III, Inc.

   

  Address for Notices:

   

  c/o DLJ Merchant Banking Partners III, L.P.

  2121 Avenue of the Stars

  Los Angeles, California 90067

  Attn: Susan Schnabel

  Fax:  (310) 712-2711

   

  With a copy to:

  DLJ Merchant Banking Partners

  Eleven Madison Avenue

  New York, New York  10010

  Attention: Daniel Gewirtz, Director and Counsel

  Fax: (212) 325-2663

   

  With a copy to:

  Davis Polk & Wardwell LLP

  450 Lexington Ave.

  New York, New York 10017

  Attn: Nancy L. Sanborn

  Fax:  (212) 701-5955

   

   

  



 


	
  Non-DLJ Stockholders

   

  CCBM, Inc.

   

  Address for Notices:

   

  c/o Carrizo Oil &
  Gas, Inc.

  Attn: Chip Johnson

  1000 Louisiana, Suite 1500

   

  



 


1

















 


	
  Houston, TX 77002

   

  Peter G. Schoonmaker

   

  Address for Notices:

   

  1 East Alger Street

  Sheridan Wyoming, 82801

   

  
	
  Ronald T. Barnes

   

  Address for Notices:

   

  1 East Alger Street

  Sheridan Wyoming, 82801

   

  
	
  Thomas G. McGonagle

   

  Address for Notices:

   

  1 East Alger

  Sheridan, Wyoming, 82801

   

  
	
  Robert L. Cabes, Jr.

   

  Address for Notices:

   

  1000 Louisiana, Ste. 1200

  Houston, TX 77002

   

  
	
  Jeffrey P. Gunst

   

  Address for Notices:

   

  1000 Louisiana, Ste. 1200

  Houston, TX 77002

   

  
	
  S. P. Johnson, IV

   

  Address for Notices:

   

  Carrizo Oil & Gas, Inc.

  Attn: Chip Johnson

  1000 Louisiana, Suite 1500

  Houston, TX 77002

   

  



 


2

















 


	
  F. Gardner Parker

   

  Address for Notices:

   

  2901 Drexel

  Houston, TX 77027

  



 


3