Exhibit 10.6 - Placement Agent Agreement


    Exhibit
      10.6

    
 

    July
      25,
      2006

     

    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 Johnson Rice & Company L.L.C. as Managing Placement
                

              Agent
                of up to 1,350,000 shares of Common
                Stock

            


    

     

    Dear
      Sir:

     

    1.  Engagement
      of Placement Agent.
      Carrizo
      Oil & Gas, Inc., a Texas corporation (the “Company”), proposes to make a
      private placement (the “Offering”) of up to 1,350,000 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 “Securities Act”). By entering into this Placement Agent Agreement
      (this “Agreement”), the Company engages Johnson Rice & Company L.L.C.
      (the “Agent”) 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 the
      Agent 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 July 27, 2006, at which time this Agreement may terminate in accordance
      with Section 11 hereof. By entering into this Agreement, the Agent 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
      its reasonable best efforts to place up to 1,350,000 shares of Securities solely
      with (i) institutions
      that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3),
      (7) or (8) of Regulation D under the Securities Act that (A) are current
      security holders of the Company or have been security holders of the Company
      within the 12 months prior to the date the Agent or the Company first contacted
      such prospective investor regarding the Offering (but not, in either case,
      someone who only became a securityholder within 30 days of such date) and (B)
      have
      a
      prior substantive relationship with either the Company or the Agent prior to
      the
      date the Agent
      or the
      Company first contacted such investor regarding the Offering;
      and
      (ii) “qualified institutional buyers” within the meaning of Rule 144A under the
      Securities Act that (A) did not attend, participate in, listen to or view (in
      each case, whether in person or via webcast, whether live or via replay or
      other
      delayed transmission or otherwise) any investment conferences at which the
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Company
      made presentations (including the viewing or listening to the Company’s
      presentation for such conference) within the 30 days prior to the date on which
      such prospective investor was first contacted by the Company or the Agent in
      connection with the proposed purchase of Shares in the Offering and (B) have
      a
      prior substantive relationship with either the Company or the Agent prior to
      the
      date the Agent
      or the
      Company first contacted such prospective investor regarding the Offering or
      any
      such conference or presentation; in each case including those institutions
      listed on Exhibit
      D
      hereto
      and any other such institutions approved by the Company (the persons described
      in this sentence being referred to herein as the “Qualified
      Investors”).

     

    The
      offering price shall be such price as is mutually agreeable to the Company
      and
      the Agent. 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 the Agent’s reasonable approval
      (the “Offering Documents”). The Agent 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 the Agent, (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, a registration statement
      covering the resale of the Securities, and will use its commercially reasonable
      best efforts to have such registration statement become effective with the
      SEC
      as soon as practicable thereafter (with such initial and subsequent 30-day
      periods being 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); (2) if the Company fails to file such registration statement within
      thirty (30) days following the closing of the Offering, it will be required
      to
      pay liquidated damages to each Investor in the Offering equal to two percent
      (2%) of such Investor’s purchase price for Securities, and an additional two
      percent (2%) of such Investor’s purchase price for Securities for each
      additional 30-day period during which such registration statement is not filed
      (with such initial and subsequent 30-day periods being 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); and (3) if such
      registration statement has not been declared effective under the Securities
      Act
      by the SEC within 120 days following the filing date of such registration
      statement, it will be required to pay liquidated damages to each Investor in
      the
      Offering equal to two percent (2%) of such Investor’s purchase price for
      Securities, and an additional two percent (2%) of such Investor’s purchase price
      for Securities for each additional 30-day period during which such registration
      statement is not declared effective by the SEC (with such 120-day period or
      30-day periods being 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).

     

    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 the Agent, on or prior to the closing of the
      Offering.

     

    
      
        
          Initial
            Here (Company)

           

          _________________

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.  Fees.

     

    (a)  In
      consideration of the Agent’s performance of the services described in Section 1
      hereof, the Company agrees to pay to the Placement Agents a fee equal to four
      percent (4.0%) of
      the
      gross proceeds of the Offering sold by the Placement Agents (“Commissions”), of
      which amount no less than thirty percent (30%) will be payable to the Agent
      and
      not more than seventy percent (70%) 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. 

     

    (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 the Agent all reasonable out-of-pocket expenses incurred by the Agent under
      this Agreement within five (5) business days after being demanded by the Agent
      in writing with supporting documentation; provided, however, that under no
      circumstances shall the Company be obligated to pay the Agent an amount in
      excess of $35,000 (including attorneys’ fees) under this subsection. In the
      event that the Offering is consummated, then an estimate of expenses shall
      be
      paid to the Agent 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 the Agent 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 Securities Act and
      the
      Securities Exchange Act of 1934, as amended (the “Exchange 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 the Agent 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
      Securities 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
      complies with the Exemptions.

     

    (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 the Agent or any potential investors any material
      nonpublic information or information regarding the Company’s trade secrets or
      other proprietary information.

     

    
      
        Initial
          Here (Company) 
           

          _________________

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    4.  Representations
      and Warranties of Placement Agents.
      The
      Agent 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:

     

    (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 Qualified 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. in recommending to a customer
      the purchase, sale or exchange of the 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 

     

    
      
        Initial
          Here (Company) 
           

          _________________

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    fact
      necessary to make the representation, in light of the circumstances under which
      they were made, 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 the Agent that until this Agreement terminates pursuant
      to
      Section 11 hereof:

     

    (a)  The
      Company will advise the Agent promptly and consult with the Agent 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 Exchange
      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 the Agent as a Placement Agent to any potential investor
      without the prior written consent of the Agent.

     

    (c)  The
      Company will furnish to the Agent copies of all Offering Documents in such
      quantities as the Agent 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 the Agent, in each case as soon as available and in such
      quantities as the Agent 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 the Agent of material
      events which would necessitate modification of any Offering Documents or any
      amendments or supplements thereto and shall be reasonably responsive to the
      Agent’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 the Agent to make such investigations of the business,
      properties and financial and legal conditions of the Company and its
      subsidiaries as the Agent may reasonably request provided such investigations
      shall remain confidential. No such investigation by the Agent, if made, shall
      affect the representations and warranties of the Company in Section 3
      hereof.

     

    
      
        
          Initial
            Here (Company) 
             

            _________________

          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (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, the
      Agent 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 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, the Agent shall return all information and copies thereof
      furnished by the Company, other than materials which the Agent’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
      the Agent or any other Placement Agent, nor any of their respective officers,
      directors, employees, attorneys, agents, or representatives, or any person
      controlling the Agent 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 the Agent, the other Placement
      Agents and the respective directors, officers, agents, employees and controlling
      persons of the Agent and such other Placement Agents (collectively, the “Agent
      Indemnified Persons”) from and against any and all Losses of any kind or nature
      (including reasonable attorneys’ fees) as incurred, to which any Agent
      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 the
      Agent or such other Placement Agents hereunder, including, without limitation,
      (i) any Action (as defined below) or Loss related to, arising out of, or arising
      in connection with any violation of the registration requirements under the
      Securities 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 paragraph 6(b) 

     

    
      
        Initial
          Here (Company) 
           

          _________________

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    an
      Agent
      Indemnified Person shall not be entitled to be indemnified and held harmless
      hereunder to any extent that a court having jurisdiction shall determine by
      a
      final nonappealable judgment that such Losses resulted from the gross negligence
      or willful misconduct of such Agent Indemnified Person; and (2) reimburse each
      Agent 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 Agent 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
      the Agent 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 Agent 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 Agent 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 “Company 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 Company 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 Company 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 Company
      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 Company 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 Company 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
      the Agent’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 the
      Agent.

     

    (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, the Agent 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, 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.

     

    
      
        Initial
          Here (Company) 
           

          _________________

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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) 358-6473

     

    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

     

    If
      to the
      Agent:

     

    Johnson
      Rice & Company L.L.C.

    639
      Loyola Avenue, Suite 2775

    New
      Orleans, LA 70113

    Attn: Joshua
      C.
      Cummings, Partner

    Telephone:
      (504) 584-1247

    Facsimile:
      (504) 566-0742

     

    
      
        Initial
          Here (Company) 
           

          _________________

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    With
      copy
      to:

     

    Porter
      & Hedges, L.L.P.

    1000
      Main
      Street, 36th Floor

    Houston,
      TX 77002

    Attn:
      Robert G. Reedy

    Telephone:
      (713) 226-6674

    Facsimile:
      (713) 226-6274

     

    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 the Agent and the other Placement
      Agents, the Company, their respective officers and directors and any controlling
      person referred to in Section 15 of the Securities 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 the Agent
      without the prior written consent of the Company or assigned by the Company
      without the prior written consent of the Agent. The term “successor” or the term
“successors and assigns” as used in this Agreement shall not include any
      purchasers, as such, in the Offering. the Agent 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 agreements,
      representations, warranties, covenants and other statements, of the Agent 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 the Agent or the
      Company or any such officer or director thereof or any controlling person of
      the
      Company or the Agent and (ii) delivery of or payment for the Securities. Any
      successor of the Company or the Agent 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 applicable, within 15 days after the non-terminating
      party receives written notice of such violation, or (b) the other party fails
      to
      comply in any material respect with any of its covenants, including, in the
      case
      of the Company, those in Section 5 hereof. Notwithstanding any other provision
      in this Agreement, this Agreement shall terminate on the earlier of (i) August
      8, 2006 

     

    
      
        Initial
          Here (Company) 
           

          _________________

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    or
      (ii)
      the closing of the Offering; provided, however, that the Company and the Agent
      may mutually agree to extend such deadline; provided further, however, that
      except as otherwise provided herein, neither the termination, for any reason,
      of
      this Agreement nor the Closing of the Offering shall affect (1) any compensation
      earned by the Agent up to the date of termination or completion, as the case
      may
      be; (2) the reimbursement of expenses incurred by the Agent up to the date
      of
      termination or completion, as the case may be; (3) the release and
      indemnification provisions of Section 6 hereof, all of which shall remain
      operative and in full force and effect; (4) the representations and warranties
      in Sections 3 and 4 hereof; and (5) any liability for breaches that occur prior
      to the date of termination.

     

    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 Texas 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,

     

    JOHNSON
      RICE & COMPANY L.L.C.

     

     

    By: /s/
      Joshua C. Cummings

    Name:Joshua
      C. Cummings 

    Title:Partner 

     

     

    Accepted
      this 25th day of July, 2006

     

    CARRIZO
      OIL & GAS, INC.

     

     

    By:
      /s/
      Paul F. Boling      

    Paul
      F.
      Boling

    Chief
      Financial Officer

     

    
      
        Initial
          Here (Company) 
           

          _________________