NINETEENTH SUPPLEMENTAL INDENTURE CARRIZO OIL & GAS, INC., the Subsidiary Guarantors named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.375% Convertible Senior Notes due 2028 May 20, 2015 TABLE OF CONTENTS

THIS NINETEENTH SUPPLEMENTAL INDENTURE, dated as of May 20, 2015 is among Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), Carrizo (Permian) LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (the “Guaranteeing Subsidiary”), the existing Subsidiary Guarantors (as defined in the Indenture referred to below) and Wells Fargo Bank, National Association (the “Trustee”).

WHEREAS, the Company, certain of its Subsidiaries and the Trustee heretofore executed and delivered an Indenture, dated as of May 28, 2008 (as amended and supplemented by a First Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated May 28. 2008, a Second Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of May 14, 2009, a Third Supplemental Indenture among the Company, one of its Subsidiaries, and the Trustee, dated as of October 19, 2009, a Fifth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of November 2, 2010, a Seventh Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of May 4, 2011, a Ninth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of August 5, 2011, and a Thirteenth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of November 6, 2012, the “Indenture”), providing for the issuance of the Company’s 4.375% Convertible Senior Notes due 2028 (the “Convertible Notes”) and Guarantees of the Convertible Notes by certain of the Company’s Subsidiaries;

WHEREAS, Section 4.08 of the Indenture provides that if at any time the Company issues Publicly Traded Debt Securities, and any Subsidiary Guarantor provides a Guarantee with respect to such Publicly Traded Debt Securities, then the Company will cause such Subsidiary Guarantor to guarantee the Convertible Notes as provided in Article X of the Indenture;

WHEREAS, on the date hereof, the Guaranteeing Subsidiary has provided a Guarantee with respect to (i) the Company’s 7.50% Senior Notes due 2020 and (ii) the Company’s 6.25% Senior Notes due 2023; and

WHEREAS, the Company, pursuant to the terms and provisions of the Indenture, proposes in and by this Supplemental Indenture to supplement and amend the Indenture insofar as it will apply only to the Convertible Notes in certain respects;

NOW, THEREFORE:

To comply with the provisions of the Indenture and in consideration of the premises provided for herein, the Guaranteeing Subsidiary, the Company, the existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Convertible Notes as follows:

SECTION 101    Guarantee.

The Guaranteeing Subsidiary hereby agrees by execution of this Supplemental Indenture, with respect to the Convertible Notes, to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor to the extent provided for in Article X of the Indenture.

SECTION 201        Integral Part.

This Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 202        General Definitions.

For all purposes of this Supplemental Indenture:

SECTION 203        Adoption, Ratification and Confirmation.

The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

SECTION 204        The Trustee.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Subsidiary Guarantors named herein.

SECTION 205        Counterparts.

This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

SECTION 206        Governing Law.

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Nineteenth Supplemental Indenture to be duly executed as of the day and year first written above.