Exhibit 10.9 Placement Agent Agreement


    EXHIBIT
      10.9

     

    

      


      June
        7, 2005

      


      


      


      


      


      Board
        of Directors

      Carrizo
        Oil & Gas, Inc.

      1000
        Louisiana, Suite 1500

      Houston,
        TX 77002

      


      
        	
                Attention:

              	
                Mr.
                  Paul F. Boling

              
	 	
                Chief
                  Financial Officer

              


      

      


      


      
        	 	
                Re:

              	
                Engagement
                  of Hibernia Southcoast Capital, Inc. as Managing Placement Agent
                  of up to
                  1,100,000 shares of Common
                  Stock

              


      

      


      Dear
        Sir:

      


      1.  Engagement
        of Placement Agent.
        Carrizo Oil & Gas, Inc. (the “Company”) proposes to make a private placement
        (the “Offering”) of up to 1,100,000 shares of
        the Company’s common stock
        (“Common Stock”),
        par value $0.01 per share (individually,
        a “Security”, and collectively, the “Securities”),
        pursuant to the exemptions (the “Exemptions”) from registration provided in the
        Securities Act of 1933, as amended (the “1933 Act”). By entering into this
        Placement Agent Agreement (this “Agreement”), the Company engages Hibernia
        Southcoast Capital, Inc.(“HSC”) as its managing “Placement Agent,” and as a
        representative of such other participating broker/dealers as from time to
        time
        are mutually agreed upon by the parties hereto and listed on Exhibit
        C
        attached hereto
        (collectively, the “Placement Agents”),
        as from time to time updated, and provided that each such other broker/dealers
        enter
        into
        an agreement with HSC in
        the form attached hereto as Exhibit E (the “Agreement Among Placement Agents”)
agreeing
        upon the allocation to the
        Placement Agents,
        cross-indemnities and such other agreements typically found in agreements
        among
        multiple placement agents,
        in connection with the Offering through June 20, 2005, at which time
        this
        Agreement may terminate in accordance with Section 11
        hereof.
        By entering into this Agreement, HSC acting on behalf of itself and the other
        Placement Agents, severally, accepts such engagement and agrees,
        as more fully described in Section 4(a)
        hereof,
        to use their reasonable best efforts to place up to 1,100,000 shares of
        Securities solely with institutions (i) that
        are current
        security holders of
        the Company and
        (ii) which  such Placement Agent reasonably believes are
        “accredited investors” as defined in Rule 501(a)(1), (2), (3),
        (7) or
        (8) of
        Regulation D under the 1933 Act (collectively,
        the “Prior Investors”),
        including those institutions listed on Exhibit
        D
        hereto and any other such institutions approved by the Company.
        At the sole option of the Company, within 30 days following the closing of
        the
        Offering, the Company may make an additional private placement of up to
        1,100,000 shares of Common Stock, and the Placement Agents shall act as
        placement agents for such additional private placement, on substantially
        the
        same terms and conditions as those set 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      forth
        herein, except that the expense reimbursement provided for in Section 2(b)
        hereof shall be limited in amount to $20,000.

      


      The
        offering price shall be such price as is mutually agreeable to the Company
        and
        HSC. The Company shall prepare a private placement memorandum, a subscription
        and registration rights agreement (the “Subscription Agreement”) and, if
        required, any other documents which may be necessary to comply with the
        Exemptions, each of which shall
        be subject
        to HSC’s
        reasonable
        approval (the
        “Offering Documents”). HSC hereby acknowledges and agrees that the Company, in
        the Company’s sole discretion, may (1) reject any subscription for Securities
        presented to the Company by HSC, (2) withdraw the offering of the Securities
        at
        any time, and (3) allot to any prospective investor less than the full amount
        of
        Securities sought by it. The Company agrees to enter into a Subscription
        Agreement with each of
        the purchasers of the Securities (individually,
        an “Investor”, and collectively, the
        “Investors”) substantially on the following terms: (1) the Company will
use
        its commercially reasonable efforts to file
        with the Securities and Exchange Commission (the “SEC”), within thirty (30) days
        following the closing of the Offering, or within such 30-day period as extended
        by such additional number of days as are attributable to any delay caused
        by any
        act or failure to act by any of the Investors or their counsel, a registration
        statement covering the resale of the Securities, and will use its commercially
        reasonable efforts to have such registration statement become effective with
        the
        SEC as soon as practicable thereafter;
        and (2) if the Company fails to file such registration statement within thirty
        (30) days following the closing of the Offering, or within such 30-day period
        as
        extended by such additional number of days as are attributable to any delay
        caused by any act or failure to act by any of the Investors or their counsel,
        it
        will be required to pay liquidated damages to each Investor in the Offering
        equal to one percent (1%) of such Investor’s purchase price for Securities, and
        an additional one percent (1%) of such Investor’s purchase price
        for Securities
        for each additional 30-day period during which such registration statement
        is
        not filed.

       

      


      The
        persons listed on Exhibit
        A
        attached hereto shall have entered into lock-up agreements substantially
        in the
        form attached hereto as Exhibit
        B,
        and shall have delivered the same to HSC,
        on or prior to the
        closing
        of the Offering.

       

      2.  Fees.

      


      (a)  In
        consideration of HSC’s performance of the services described in Section
1
        hereof,
        the Company agrees to pay to the Placement Agents a fee equal to five
        percent (5.0%) of
        the gross proceeds of the Offering sold by the Placement Agents (“Commissions”),
        of which amount no less than forty percent (40%) will be payable to HSC and
        not
        more than sixty percent (60%) will be payable to the other Placement Agents
        as a
        group, if any, listed on Exhibit
        C
        attached hereto in accordance with the percentages set out in Exhibit
        C.
        The Company shall pay to the Placement Agents all Commissions in full upon
        the
        closing of the Offering. 

      


      
        
          
            Initial
              Here (Company):

             

            _________________

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)  Regardless
        of whether or not the Offering is completed or this Agreement is terminated,
        the
        Company shall pay all of its expenses in connection with the Offering and
        shall
        pay HSC all reasonable out-of-pocket expenses incurred by HSC under this
        Agreement within five (5) business days after being demanded by HSC in writing
        with supporting documentation; provided, however, that under no circumstances
        shall the Company be obligated to pay HSC an amount in excess of $50,000
        (including attorneys’ fees) under this subsection. In the event that the
        Offering is consummated, then an estimate of expenses shall
        be paid to HSC at the
        closing
        with the remainder to be remitted upon demand as set forth above. 

      


      3.  Representations
        and Warranties of the Company.
        The Company represents and warrants to and agrees with HSC that:

      


      (a)  The
        Offering Documents, and any amendments or supplements thereto (including
        the
        documents that are incorporated therein by reference), will conform in all
        material respects to any applicable requirements of the 1933 Act and the
        Securities Exchange Act of 1934, as amended (the “1934 Act”), and any applicable
        state securities laws, and the Offering Documents, and any amendments or
        supplements thereto (including the documents that are incorporated therein
        by
        reference), will not include any untrue statement of a material fact or omit
        to
        state any material fact required to be stated therein or necessary to make
        the
        statements therein in light of the circumstances under which they were made
        not
        misleading, except that this representation and warranty will not apply to
        statements or omissions made in reliance upon and in conformity with information
        furnished by HSC in writing to the Company in connection with the Offering
        Documents, or any amendment or supplement thereto.

      


      (b)  The
        Company’s counsel will review the applicable registration requirements of the
        1933 Act and all applicable state securities laws and if the Offering is
        consummated reach a conclusion that the Exemptions
        are
        available to the Company in this Offering and that the Company complies with
        the
Exemptions.
        The Company so complies.

      


      (c)  All
        potential investors will be given reasonable access to material information
        regarding the Company and reasonable opportunity to ask questions of the
        Company’s executive officers. Notwithstanding the foregoing, the Company shall
        not be required to disclose to HSC or any potential investors any material
        nonpublic information regarding the Company’s trade secrets or other proprietary
        information.

      


      (d)  The
        Company makes, with respect to itself and this Agreement, all of the
        representations made by it in Section 6 of the Subscription and Registration
        Rights Agreement with respect to itself and that agreement.

      


      4.  Representations
        and Warranties of Placement
        Agents.
        HSC does, and each other Placement Agent will upon its execution and
        delivery of
        the
        Agreement Among Placement Agents,
        represent and warrant to and agree with the Company, severally (and not jointly
        or jointly and severally), that:

      


      
        
          
            Initial
              Here (Company):

             

            _________________

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a)  Such
        Placement Agent is familiar or will make itself familiar with all applicable
        federal and state securities laws and the regulations thereunder which restrict
        the public sale and distribution of securities without a registration statement,
        qualification or exemption being in effect with respect thereto. In exercising
        its duties under this Agreement, such Placement Agent will not cause the
        Company
        to be engaged in a public offering, or otherwise take any action or omit
        to take
        any action such that the Offering fails to be entitled to the Exemptions.

      


      Such
        Placement Agent will offer Securities only to those offerees who such Placement
        Agent reasonably believes are Prior Investors or
        are otherwise approved in advance in writing by the Company and will provide
        certification as to the foregoing upon request by the Company, all in the
        manner
        described in the Subscription Agreement. Such Placement Agent will not disclose
        any material nonpublic information regarding the Company to any offeree,
        including without limitation, the fact that the Company is considering the
        private placement of the Securities, without first obtaining an agreement,
        oral
        or written, from such offeree that such information is to be kept confidential
        and used only in connection with the Offering.

      


      Such
        Placement Agent shall (i) deliver to each prospective investor that agrees
        to
        the foregoing, a current copy of the Offering Documents, (ii) maintain and
        furnish to the Company a list of all prospective investors contacted by such
        Placement Agent with regard to the Offering, including, if requested by the
        Company, the addresses of such prospective investors and the name and telephone
        number of a contact person with respect thereto, and (iii) present to the
        Company all written offers for the purchase of Securities received by such
        Placement Agent from any such prospective investors.

      


      (b)  Such
        Placement Agent shall comply with all applicable federal, state and other
        regulatory agencies’ securities laws, regulations and rules applicable to the
        Offering, including, without limitation, those restricting the solicitation
        of
        investors and those requiring the delivery to investors of certain information
        about the Company and the Offering.

      


      (c)  Such
        Placement Agent shall comply with all applicable laws and the rules of the
        National
        Association of Securities Dealers, Inc. (NASD)
        in recommending to a customer the purchase, sale or exchange of the Company’s
        securities.

      


      (d)  Such
        Placement Agent shall not give to any prospective investor any information,
        sales or advertising material or make any representation in connection with
        the
        Offering other than as contained in the Offering Documents or as otherwise
        agreed to by the Company which representation includes any untrue statement
        of
        any material fact or omission to state a material fact necessary to make
        the
        representation not misleading, and will distribute such permitted materials
        in
        accordance with the legends thereon and applicable securities laws.

      


      5.  Covenants
        of the Company.
        The Company agrees with HSC that until this Agreement terminates pursuant
        to
        Section 10
        hereof:

      


      
        
          
            Initial
              Here (Company):

               

              _________________

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a)  The
        Company will advise HSC promptly and consult with HSC regarding the drafting
        of
        the Offering Documents (but not including documents already filed or required
        to
        be filed, subsequent to the execution of this Agreement, with the SEC in
        accordance with Section 12, Section 14 or Section 15 of the 1934 Act) and
        any
        amendments or supplements thereto and all related documents, including
Subscription
        Agreements,
        confidential investor questionnaires, an opinion of counsel to the Company
        and
        other documents associated with the Offering. The opinion will be addressed
        to
        the Placement Agents and will be substantially in
        the form attached hereto as Exhibit
        F.
        

      


      (b)  The
        Company will not distribute any Offering Documents or amendments or supplements
        thereto, that name HSC as a Placement Agent to any potential investor without
        the prior written consent of HSC.

      


      (c)  The
        Company will furnish to HSC copies of all Offering Documents in such quantities
        as HSC may reasonably request.

      


      (d)  If
        any event occurs following the Company’s agreement that marketing efforts may
        commence and prior to the closing of the Offering as a result of which any
        Offering Documents, as then amended or supplemented (including the documents
        that are incorporated therein by reference), would include an untrue statement
        of a material fact, or omit to state any material fact necessary to make
        the
        statements therein, in the light of the circumstances under which they were
        made, not misleading, the Company will promptly prepare (and file with the
        SEC
        or any state securities commission, if so required) any amendment or supplement
        which will correct such statement or omission or an amendment or supplement
        which will effect such compliance and will supply such amended or supplemented
        Offering Documents to HSC, in each case as soon as available and in such
        quantities as HSC may reasonably request.

      


      (e)  During
        the period from the date of this Agreement to the completion of the Offering,
        an
        officer of the Company shall promptly notify an officer of HSC of material
        events which would necessitate modification of any Offering Documents or
        any
        amendments or supplements thereto and shall be reasonably responsive to HSC’s
        inquiries about the Company’s ongoing operations as they relate to the Offering
        and the Offering Documents or any amendments or supplements thereto. The
        Company
        shall permit HSC to make such investigations of the business, properties
        and
        financial and legal conditions of the Company and its subsidiaries as HSC
        may
        reasonably request provided such investigations shall remain confidential.
        No
        such investigation by HSC, if made, shall affect the representations and
        warranties of the Company in Section 3
        hereof.

      


      (f)  Except
        as otherwise agreed to by the Company, as is required by law (including
        applicable securities laws) or as is necessary to complete its engagement
        hereunder, HSC will keep confidential and use solely in the performance of
        its
        services hereunder all information which is supplied by the Company and which
        has not previously entered the public domain, and 

       

      
        
          
            Initial
              Here (Company):

               

              _________________

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      will
        not use any such information for its own benefit except in connection with
        the
        matters undertaken pursuant to the terms of this engagement. At the termination
        of this Agreement, upon the request of the Company, HSC shall return all
        information and copies thereof furnished by the Company, other than materials
        which HSC’s counsel advises it to retain to evidence its due diligence in
        connection with the performance of its services.

      


      6.  No
        Liability; Indemnification.
        

      


      (a)  Neither
        HSC
        or any other Placement Agent, nor any of their respective officers, directors,
        employees, attorneys, agents, or representatives, or any person controlling
        HSC
        or any other Placement Agent within the meaning of federal and state securities
        laws (“controlling persons”), will be liable to the Company for any claims,
        damages, expenses, losses or liabilities of any kind or nature (“Losses”)
        related to, arising out of, or in connection with their engagement hereunder
        except to the extent a court having jurisdiction shall have determined by
        a
        final nonappealable judgment that such Loss resulted from information
        furnished by or on behalf of that Placement Agent in writing specifically
        for
        use in the Offering Documents or the gross negligence or willful misconduct
        of
        such person, in which event the person or persons furnishing such information
        or
        so determined to have committed gross negligence or willful misconduct shall
        not
        be released by this paragraph 6(a).

      


      (b)  The
        Company shall (1) indemnify and hold harmless HSC, the other Placement Agents
        and the respective directors, officers, agents, employees and controlling
        persons of HSC and such other Placement Agents (collectively, the “Indemnified
        Persons”) from and against any and all Losses (including reasonable attorneys’
        fees) as incurred, to which any Indemnified Person may become subject, to
        the
        extent such Losses are related to, arise out of, or arise in connection with,
        the rendering of services by HSC or such other Placement Agents hereunder,
        including, without limitation, (i) any Action or Loss related to, arising
        out
        of, or arising in connection with any violation of the registration requirements
        under the 1933 Act or any state or foreign securities law in connection with
        the
        offering contemplated by this Agreement, except that a Placement Agent and
        its
        directors, officers, agents, employees and controlling persons shall not
        be
        indemnified against a registration violation caused by it or them, (ii) any
        Action or Loss related to, arising out of, or arising in connection with
        any
        breach of this Agreement by the Company and (iii) any Action or Loss related
        to,
        arising out of, or arising in connection with any untrue statement or alleged
        untrue statement of any material fact contained in the Offering Documents,
        or
        any amendment or supplement thereto (including any document incorporated
        therein
        by reference), or related to or arising out of the omission or alleged omission
        to state therein a material fact necessary to make the statements therein
        not
        misleading; provided, however, that in the case of this clause (iii) the
        Company
        shall not be liable to a particular Placement Agent if and to the extent
        that
        the untrue statement or alleged untrue statement or omission or alleged omission
        was made in conformity with information furnished by or on behalf of that
        Placement Agent in writing specifically for use in the Offering Documents;
        provided, however, that in any instance under this paragrpah 6(b) an Indemnified
        Person shall not be entitled to be indemnified and held harmless hereunder
        to
        any extent that a court having 

       

      
        
          Initial
            Here (Company):

             

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      jurisdiction
        shall determine by a final nonappealable judgment that such Losses resulted
        from
        the gross negligence or willful misconduct of such Indemnified Person; and
        (2)
        reimburse each Indemnified Person promptly for any reasonable legal or other
        out
        of pocket expenses incurred by it, as they are incurred
        and for which reasonably satisfactory documentation is provided to the Company,
        to the extent they relate to matters for which the Indemnified Person is
        entitled to indemnification hereunder,
        in connection with investigating, preparing to defend or defending or providing
        evidence in any lawsuits, claims or other proceeding (“Actions”) related to,
        arising out of, or in connection with, the rendering of services by HSC or
        such
        other Placement Agents hereunder; provided, however, that in the event a
        final
        nonappealable judicial determination is made to the effect that one or more
        Indemnified Persons that makes a claim for indemnification under this paragraph
        6(b) is not entitled to be so indemnified under this paragraph 6(b), such
        Indemnified Person who is subject to such determination will remit to the
        Company any amounts previously reimbursed under this subparagraph
        6(b)(2).

      


      (c)  Each
        Placement Agent, severally (and not jointly or jointly and severally),
shall
        (1) indemnify and hold harmless the Company and each of its directors, officers,
        agents, employees and controlling persons (together with the Company,
        collectively called the “Indemnified Persons”) from and against any and all
        Losses of any kind or nature (including reasonable attorneys’ fees) as incurred,
        to which the Company or any other Indemnified Person may become subject,
        to the
        extent such Losses are related to, arise out of, or arise in connection with,
        the breach of this Agreement by such Placement Agent or the gross negligence
        or
        willful misconduct of such Placement Agent; and (2) reimburse each Indemnified
        Person promptly for any reasonable legal or other out of pocket expenses
        incurred by it, as they are incurred and for which reasonably satisfactory
        documentation is provided to the indemnifying Placement Agent, to the extent
        such expenses relate to matters for which the Indemnified Person is entitled
        to
        indemnification hereunder, in connection with investigating, preparing to
        defend
        or defending or providing evidence in any Actions to the extent they relate
        to
        such matters. The indemnification provided under this paragraph 6(c) includes,
        without limitation, any Action or Loss arising from or in respect of any
        untrue
        statement or alleged untrue statement of any material fact contained in the
        Offering Documents, or any amendment or supplement thereto, or related to
        or
        arising out of the omission or alleged omission to state therein a material
        fact
        necessary to make the statements therein not misleading, but in any such
        case
        only if and to the extent such misstatement or omission, or alleged misstatement
        or omission, was made in conformity with information furnished by or on behalf
        of such Placement Agent in writing specifically for use in the Offering
        Documents;
        provided,
        however, that in the event a final nonappealable judicial determination is
        made
        to the effect that one or more Indemnified Persons that makes a claim for
        indemnification under this paragraph 6(c) is not entitled to be so indemnified
        under this paragraph 6(c), such Indemnified Person who is subject to such
        determination will remit to the Placement Agent any amounts previously
        reimbursed under this subparagraph 6(c)(2).

      


      (d) Each
        indemnifying party
        agrees that the indemnification and reimbursement commitments set forth in
        this
        paragraph 6 shall apply whether or not an
        Indemnified Person is a formal party to any such Actions. The Company further
        agrees that without
        HSC’s prior 

       

      
        
          Initial
            Here (Company):

             

            _________________

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      consent,
        which will not be unreasonably withheld, any
        settlement of a lawsuit, claim or other proceeding against the Company arising
        out of the engagement contemplated by this Agreement that is entered into
        by the
        Company shall include an explicit release from the party bringing such lawsuit,
        claim or other proceeding of all Indemnified Persons, which release shall
        be
        reasonably satisfactory to HSC.

      


      (e) No
        Indemnified Person may, without the indemnifying party’s prior written consent
        (which will not be unreasonably withheld), settle or compromise or consent
        to
        the entry of any judgment to any pending or threatened Action in respect
        of
        which indemnification may be sought hereunder. Promptly after receipt by
        an
        Indemnified Person of notice of any intention or threat to commence an Action
        or
        notice of the commencement of any Action, such Indemnified Person will, if
        a
        claim in respect thereof is to be made against an indemnifying party pursuant
        hereto, promptly notify the indemnifying party in writing of the same; provided,
        however, that any delay or failure to give such notice shall not prejudice
        the
        rights of the Indemnified Person to be indemnified hereunder except to the
        extent that the indemnifying party is actually prejudiced by such delay or
        failure. In case any such Action is brought against any Indemnified Person,
        the
        indemnifying party may elect to assume the defense thereof, with counsel
        reasonably satisfactory to such Indemnified Person. An Indemnified Person
        may
        retain separate counsel to participate in the defense of any such Action,
        which
        shall be at its own expense unless such counsel advises the indemnifying
        party
        in writing that the same counsel may not represent the indemnifying party
        and
        such Indemnified Person under applicable ethical standards; provided, however,
        that in no event shall an indemnifying party be required to pay fees and
        expenses for more than one firm of attorneys representing all of the persons
        entitled to indemnification hereunder (with the exception of local counsel
        where
        reasonably required).

      


      (f) THE
        COMPANY UNDERSTANDS AND ACKNOWLEDGES THAT THE INDEMNIFIED PERSONS ARE RELEASED
        BY SECTION 6(a) FROM LIABILITY FOR THEIR OWN NEGLIGENCE (OTHER THAN GROSS
        NEGLIGENCE OR WILLFUL MISCONDUCT DETERMINED AS STATED THEREIN) AND
EACH
        PARTY UNDERSTANDS THAT THE INDEMNIFIED PARTIES ARE INTENDED TO BE INDEMNIFIED
        AND HELD HARMLESS BY SECTION
        6(b) AGAINST THEIR OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE OR WILLFUL
        MISCONDUCT DETERMINED AS STATED THEREIN).

      


      (g) The
        Company, HSC and the Placement Agents agree that if any indemnification or
        reimbursement sought pursuant to paragraph 6 is determined by a court having
        jurisdiction by a final nonappealable judgment to be unavailable
        other than for the reasons provided for in Section 6,
        then the Company and the Placement Agents shall contribute to the losses,
        claims, damages, liabilities and expenses for which such indemnification
        or
        reimbursement is held unavailable in such proportion as is appropriate to
        reflect the relative benefits received by, and fault of, the Company on the
        one
        hand, and each Placement Agent on the other hand (severally and not jointly
        or
        jointly and severally), in connection with the transactions to which such
        indemnification or reimbursement relates, and other equitable considerations;
        provided, however, 

       

      
        
          
            Initial
              Here (Company):

               

              _________________

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      that
        in no event shall the amount to be contributed by any Placement Agent pursuant
        to this paragraph 6(g) exceed the amount of the fees actually received by
        such
        Placement Agent under this Agreement.

       

      7.  Allocation
        of Fees.
        If, on or prior the date of Closing of the offering, any proposed Placement
        Agent whose name is set forth on Exhibit C shall fail to execute the Agreement
        Among Placement Agents and participate in the Offering, the fee that such
        Placement Agent would have received shall be allocated to the participating
        Placement Agents in the proportion that their respective fee allocations
        set
        forth on Exhibit C bear to the aggregate fee percentage that would exist
        in the
        absence of the fee contemplated to be paid to the nonparticipating Placement
        Agent.

      


      8.  Notice.
        All notices, requests, demands, claims, and other communications hereunder
        will
        be in writing. Any notice, request, demand, claim or other communication
        if
        addressed to the intended recipient as set forth below shall be deemed to
        be
        duly given either when personally delivered or two days after it is sent
        by
        registered or certified mail, return receipt requested, postage prepaid,
        or one
        day after it is delivered to a commercial overnight courier, or upon
        confirmation if delivered by facsimile:

      


      If
        to the Company:

      


      Carrizo
        Oil & Gas, Inc.

      1000
        Louisiana, Suite 1500

      Houston,
        TX 77002

      Attn:
        Mr. Paul F. Boling

      Chief
        Financial Officer

      Telephone:
        (713) 328-1000

      Facsimile:
        (713) 328-1060

      


      With
        copy to:

      


      Baker
        Botts L.L.P.

      One
        Shell Plaza

      910
        Louisiana Street

      Houston,
        TX 77002

      Attn:
        Gene
        J. Oshman,
        Esq.

      Telephone:
        (713) 229-1178

      Facsimile:
        (713) 229-7778

      


      
        
          
            Initial
              Here (Company):

               

              _________________

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      If
        to HSC:

      


      Hibernia
        Southcoast Capital, Inc.

      909
        Poydrass Street

      Suite
        1000

      New
        Orleans, LA 70112

      Attn:
        Stanley E. Ellington, Jr.

      Managing
        Director

      Telephone:
        (504) 593-6129

      Facsimile:
        (504) 523-1925

      


      Any
        party may give any notice, request, demand, claim, or other communication
        hereunder using any other means, but no such notice, request, demand, claim,
        or
        other communication shall be deemed to have been duly given unless and until
        it
        is actually received by the party for whom it is intended. Any party may
        change
        the address to which such notices, requests, demands, claims, or other
        communications are to be delivered by giving the other parties notice in
        the
        manner herein set forth.

      


      9.  Benefit
        and Non-Assignment.
        This Agreement is made solely for the benefit of HSC and the other Placement
        Agents, the Company, their respective officers and directors and any controlling
        person referred to in Section 15 of the 1933 Act, the respective Indemnified
        Persons, and their respective successors and assigns, and no other person
        shall
        acquire or have any right under or by virtue of this Agreement. Notwithstanding
        the foregoing, this Agreement may not be assigned by HSC without the prior
        written consent of the Company or assigned by the Company without the prior
        written consent of HSC. The term “successor” or the term “successors and
        assigns” as used in this Agreement shall not include any purchasers, as such, in
        the Offering. HSC is acting on behalf of itself and the other Placement Agents
        and may enter into any amendment or waiver of the provisions hereof on behalf
        of
        such Placement Agents.

      


      10.  Survival.
        Subject to any applicable statutes of limitations, the respective indemnities,
        agreements, representations, warranties, covenants and other statements,
        of HSC
        or the Company or their officers as set forth in or made pursuant to this
        Agreement shall survive and remain in full force and effect for a period
        of two
        (2) years, regardless of (i) any investigation made by or on behalf of HSC
        or
        the Company or any such officer or director thereof or any controlling person
        of
        the Company or HSC and (ii) delivery of or payment for the Securities. Any
        successor of the Company or HSC or any controlling person, officer or director
        thereof, as the case may be, shall be entitled to the benefits hereof. Notice
        of
        a claim or Loss shall toll the expiration of each agreement, representation,
        warranty, covenant and other statement on which such claim or Loss is
        based.

      


      11.  Termination.
        Either party may, at its option, terminate this Agreement prior to the Closing
        of the Offering upon giving the other party written notice in the event that
        (a)
        the other party fails to cure any violation of its representations and
        warranties in Section 3 or 4
        hereof,
        as 

       

      
        
          Initial
            Here (Company):

             

            _________________

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      12.  Governing
        Law.
        The validity, interpretation and construction of this Agreement and of each
        part
        hereof will be governed by the laws of the State of Louisiana without
        regard to the conflict of laws principles thereof.

      


      13.  Counterparts.
        This Agreement may be executed in any number of counterparts, each of which
        may
        be deemed an original and all of which together will constitute one and the
        same
        instrument.

      


      


      [signature
        page follows]

      


      
        
          
            Initial
              Here (Company):

               

              _________________

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      If
        the foregoing is in accordance with your understanding of our agreement,
        kindly
        sign and return to us the enclosed duplicate hereof, whereupon it will become
        a
        binding agreement between the Company and the Placement Agents in accordance
        with its terms.

       

      Very
        truly yours,

      


      HIBERNIA
        SOUTHCOAST CAPITAL, INC.

      


      


      


      By:
        /s/Stanley
        E. Ellington, Jr. 

      Stanley
        E. Ellington, Jr.

      Managing
        Director

      


      


      Accepted
        this 7th day of June, 2005

      


      CARRIZO
        OIL & GAS, INC.

      


      


      By:
        /s/Paul
        F. Boling 

      Paul
        F. Boling

      Chief
        Financial Officer

      


      


      


      


      


      423056.10


      
        
          
            Initial
              Here (Company):

               

              _________________

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        A

      


      


      S.
        P. Johnson, IV

      Paul
        F. Boling

      J.
        Bradley Fisher

      Kendall
        A. Trahan

      Gregory
        E. Evans

      Steven
        A. Webster

      


      
        
          
            Initial
              Here (Company):

               

              _________________

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

       

      

        Form
          of Lock-up Agreement

      


      
        
          Initial
            Here (Company):

             

            _________________

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

      


       

      


      
        	
                Additional
                  Placement Agents

              	
                Percentage
                  of Commissions and Fees

              
	 	 
	
                Hibernia
                  Southcoast Capital, Inc.

              	
                40%

              
	
                First
                  Albany

              	
                12%

              
	
                Johnson,
                  Rice & Company, LLC

              	
                12%

              
	
                Harris
                  Nesbit 

              	
                12%

              
	
                Key
                  Bank

              	
                12%

              
	
                Pritchard
                  Capital Partners, LLC

              	
                12%

              


      

      


      
        
          
            Initial
              Here (Company):

               

              _________________

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        D

      


      


      A
        I M Capital Mgmt

      Advisory
        Research

      American
        Century

      Baraboo
        Growth 

      Bass
        Enterprises/Oak Hill Capital Partners

      Cannell
        Capital

      Copia
        Capital

      Deephaven

      Deutsche
        Asset Mgmt

      Founders
        Asset Mgmt

      Gardner
        Lewis

      Gartmore

      Glacier
        Asset Mgmt

      HBK
        Investments

      Luther
        King Capital

      Missouri
        Valley Partners

      Moncrief,
        Willingham

      Morgan
        Stanley

      Neuberger
        Berman

      Next
        Century Growth Invest

      Northern
        Trust Global Investments

      Oberweis
        Asset Mgmt

      Passport
        Capital

      Peninsula
        Capital Mgmt

      Perritt
        Capital Mgmt

      Rockbay
        Capital Advisors

      S
        A C Capital Mgmt

      SSGA
        Funds Mgmt

      Satellite

      Sit
        Investment Associates

      Sterling
        Johnson Capital

      Strategic
        Advisors

      US
        Bancorp

      Wellington
        Mgmt

      Wells
        Capital Mgmt/Perrigrine

      West
        Coast Asset Mgmt

      WM
        Advisors

      


      
        
          
            Initial
              Here (Company):

               

              _________________

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        E

      


      Agreement
        Among Placement Agents

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
            Initial
              Here (Company):

               

              _________________

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        E

      


      Form
        of Legal Opinion

      


      


    

    
      
        
          Initial
            Here (Company):

             

            _________________