FORM OF VOTING AND SUPPORT AGREEMENT
THIS VOTING AND SUPPORT AGREEMENT (Agreement) is entered into as of July 14, 2019, by and between Callon Petroleum Company, a Delaware corporation (Parent), and the individual signatory hereto (Shareholder).
A. Shareholder is a holder of record and the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the number of issued and outstanding shares of common stock, par value $0.01 per share (each, a Share and, together, the Shares), of Carrizo Oil & Gas, Inc., a Texas corporation (the Company), as set forth on Schedule A hereto.
B. Parent and the Company are entering into an Agreement and Plan of Merger of even date herewith (as may be amended, the Merger Agreement), which provides (subject to the conditions set forth therein) for, among other things, the merger of the Company into Parent (the Merger).
C. In the Merger, each outstanding Share issued and outstanding immediately prior to the Effective Time shall be converted into and will thereafter represent the right to receive from Parent the number of shares of Parent common stock, par value $0.01, as provided by the Exchange Ratio in the Merger Agreement.
D. Shareholder is entering into this Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.
The parties to this Agreement, intending to be legally bound, agree as follows:
SECTION 1. CERTAIN DEFINITIONS
For purposes of this Agreement:
(a) The capitalized terms used but not otherwise defined in this Agreement have the meanings assigned to such terms in the Merger Agreement.
(b) Expiration Date shall mean the earliest of: (i) the date on which the Company Common Shareholder Approval is obtained, (ii) the time and date in which the Merger Agreement is validly terminated in accordance with its terms, (iii) the occurrence of a Company Adverse Recommendation Change made by the Company Board of Directors in compliance with the terms of the Merger Agreement in connection with a Company Superior Proposal, and (iv) termination of this Agreement by mutual written consent of Shareholder and Parent.
(c) Shareholder shall be deemed to Own or to have acquired Ownership of a security if Shareholder: (i) is the record owner of such security; or (ii) is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of such security.
(d) Subject Securities shall mean: (i) all securities of the Company (including all Shares and all options, Company Restricted Stock, Company Performance Shares, Company RSUs, Company SARs (to the extent payable in Shares), warrants and other rights to acquire Shares) Owned by Shareholder as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional Shares and all options, Company Restricted Stock, Company Performance Shares, Company RSUs, Company SARs (to the extent payable in Shares), warrants and other rights to acquire Shares) of which Shareholder acquires Ownership during the Voting Period.
(e) A person shall be deemed to have a effected a Transfer of a security if such person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any person other than Parent; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any person other than Parent; or (iii) reduces such persons beneficial ownership of or interest in such security.