PREFERRED STOCK PURCHASE AGREEMENT among CARRIZO OIL &GAS, INC. and THEPURCHASERS PARTY HERETO TABLE OF CONTENTS

EX-10.1 2 d401503dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Execution Version

PREFERRED STOCK PURCHASE AGREEMENT

among

CARRIZO OIL & GAS, INC.

and

THE PURCHASERS PARTY HERETO

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS
Section 1.01	Definitions		1
Section 1.02	Accounting Procedures and Interpretation		7

ARTICLE II AGREEMENT TO SELL AND PURCHASE
Section 2.01	Purchase		7
Section 2.02	Closing		8
Section 2.03	Purchase Price: Warrant Valuation		8
Section 2.04	Closing Conditions		8
Section 2.05	Independent Nature of Purchasers’ Obligations and Rights		11
Section 2.06	Further Assurances		12

ARTICLE III REPRESENTATIONS AND WARRANTIES AND COVENANTS RELATED TO THE COMPANY
Section 3.01	Existence		12
Section 3.02	Capitalization and Valid Issuance of Shares		13
Section 3.03	Company SEC Documents		14
Section 3.04	No Material Adverse Change		14
Section 3.05	Registration		15
Section 3.06	Registration Rights Priority		15
Section 3.07	Litigation		15
Section 3.08	No Default		15
Section 3.09	No Conflicts		15
Section 3.10	Authority: Enforceability		16
Section 3.11	Approvals		16
Section 3.12	Investment Company Status		16
Section 3.13	No Labor Disputes		17
Section 3.14	Certain Fees		17
Section 3.15	Insurance		17
Section 3.16	Books and Records: Sarbanes-Oxley Compliance		17
Section 3.17	Listing and Maintenance Requirements		18
Section 3.18	Taxes		18
Section 3.19	Compliance with Laws		18
Section 3.20	Permits and Licenses		18
Section 3.21	Environmental Laws		19
Section 3.22	Required Disclosures and Descriptions		19
Section 3.23	Title to Property		19
Section 3.24	ERISA Compliance		19
Section 3.25	Anti-Corruption		20
Section 3.26	Money Laundering Laws		20


Section 3.27	Sanctions	21
Section 3.28	Acquisition Agreement	21

ARTICLE IV REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASERS
Section 4.01	Existence	21
Section 4.02	Authorization; Enforceability	21
Section 4.03	No Breach	22
Section 4.04	Certain Fees	22
Section 4.05	Unregistered Securities	22
Section 4.06	Sufficient Funds	23
Section 4.07	Short Selling	23
ARTICLE V COVENANTS
Section 5.01	Conduct of Business	24
Section 5.02	Cooperation: Further Assurances	24
Section 5.03	Transfer Restrictions	24
Section 5.04	Use of Proceeds	25
Section 5.05	Legend and Securities Compliance	26
Section 5.06	Tax Matters	28
Section 5.07	Acquisition Agreement	28
Section 5.08	Expenses	28
Section 5.09	CUSIP Numbers	28
Section 5.10	Shareholder Approval	28
Section 5.11	Shareholder Rights Plan	29

ARTICLE VI INDEMNIFICATION
Section 6.01	Indemnification by the Company	29
Section 6.02	Indemnification By the Purchasers	29
Section 6.03	Survival of Provisions	30
Section 6.04	Indemnification Procedure	30

ARTICLE VII TERMINATION
Section 7.01	Termination	31
Section 7.02	Certain Effects of Termination	32
Section 7.03	Partial Refund of Commitment Fee	32

ARTICLE VIII MISCELLANEOUS
Section 8.01	Commitment Fee	33
Section 8.02	Interpretation	33
Section 8.03	No Waiver: Modifications in Writing	34
Section 8.04	Binding Effect	34


Section 8.05	Non-Disclosure	34
Section 8.06	Notices	34
Section 8.07	Entire Agreement	36
Section 8.08	Assignment	36
Section 8.09	Governing Law: Submission to Jurisdiction	37
Section 8.10	No Recourse Against Others	37
Section 8.11	No Third Party Beneficiaries	38
Section 8.12	Waiver of Jury Trial	38
Section 8.13	Execution in Counterparts	38
Section 8.14	Specific Performance	38

iii

PREFERRED STOCK PURCHASE AGREEMENT

This PREFERRED STOCK PURCHASE AGREEMENT, dated as of June 28, 2017 (this “Agreement”), is entered into by and among CARRIZO OIL & GAS, INC., a Texas corporation (the “Company”), and the purchasers set forth in Schedule A hereto (the “Purchasers”).

WHEREAS, prior to or concurrently with the execution of this Agreement, the Credit Agreement (as defined below) was amended by the Tenth Amendment to the Credit Agreement (the Credit Agreement, as so amended, the “Amended Credit Agreement”);

WHEREAS, concurrently with the execution of this Agreement, Carrizo (Permian) LLC, a Subsidiary of the Company, has entered into a Purchase and Sale Agreement (as it may be amended or supplemented from time to time, the “Acquisition Agreement,” and the transactions contemplated thereby, the “Acquisition”), by and among Carrizo (Permian) LLC, Carrizo Oil & Gas, Inc., ExL Petroleum Operating Inc. and ExL Petroleum Management, LLC; and

WHEREAS, concurrently with the consummation of the Acquisition, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, certain shares of the Preferred Stock and Warrants (each as defined below), in accordance with the provisions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions

As used in this Agreement, the following terms have the meanings indicated:

“Affiliate” shall have the meaning ascribed to it, on the date hereof, in Rule 405 under the Securities Act. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an “Affiliate” of the Purchasers or their Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., other than with respect to Section 6.01 and Section 8.10; and (ii) any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of the Purchasers.

“Agreement” has the meaning specified in the introductory paragraph of this Agreement.

“Amended Credit Agreement” has the meaning specified in the Recitals.

“Anti-Corruption Law” has the meaning specified in Section 3.25.

“Appraiser” has the meaning specified in Section 2.03.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by Law or other governmental action to close.

“Closing” has the meaning specified in Section 2.02(a).

“Closing Date” has the meaning specified in Section 2.02(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.01 per share.

“Company” has the meaning specified in the introductory paragraph of this Agreement.

“Company Group Subsidiaries” means all of the Subsidiaries of the Company.

“Company Related Parties” has the meaning specified in Section 6.02.

“Company SEC Documents” has the meaning specified in Section 3.03.

“Confidentiality Agreement” means the Amended and Restated Confidentiality Agreement, dated as of June 5, 2017, between the Company and GSO.

“Control” mean the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings

“Credit Agreement” means that certain Credit Agreement, dated as of January 27, 2011, by and among the Company, BNP Paribas, as Administrative Agent, Credit Agricole Corporate and Investment Bank and Royal Bank of Canada, as Co-Syndication Agents, Capital One, N.A. and Compass Bank, as Co-Documentation Agents, BNP Paribas Securities Corp. as Sole Lead Arranger and Sole Bookrunner, and the Lenders party thereto, as amended from time to time.

“CRZO Entities” means the Company and the Company Group Subsidiaries, collectively.

“Environmental Law” means any Law relating to the prevention of pollution or protection of the environment or imposing legally enforceable liability or standards of conduct concerning any Hazardous Materials.

“Equity Offering” means any underwritten public offering of at least 10,000,000 shares of Common Stock by the Company.

“ERISA” has the meaning specified in Section 3.24.

“ERISA-Subject Plan” has the meaning specified in Section 3.24.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“FCPA” has the meaning specified in Section 3.25.

“Funding Obligation” means an amount equal to the Purchase Price multiplied by the number of Purchased Shares to be purchased by a Purchaser on the Closing Date, as set forth opposite such Purchaser’s name on Schedule A.

“GAAP” means generally accepted accounting principles in the United States of America as of the date hereof; provided that for the financial statements of the Company prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements.

“Governmental Authority” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s Property is located or which exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over the CRZO Entities or any of their respective Properties.

“GSO” means GSO Capital Partners LP, a Delaware limited partnership.

“GSO Representative” means GSO.

“Hazardous Material” means (a) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (b) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (c) any petroleum or petroleum product, (d) any polychlorinated biphenyl and (e) any pollutant, contaminant, hazardous or toxic chemical, material, waste or substance regulated under any applicable Environmental Law.

“Indemnified Party” has the meaning specified in Section 6.04.

“Indemnifying Party” has the meaning specified in Section 6.04.

“Industry Competitor” means an exploration and production operating company or any holding company thereof or its Subsidiaries that owns, directly or indirectly, material oil and gas working interests; provided, however, that for the avoidance of doubt, a private equity fund, financial institution, asset management firm or similar firm shall not be considered an “Industry Competitor” but its portfolio companies, if any, that own material oil and gas working interests would be considered an “Industry Competitor.”

“Knowledge of the Company” means the actual knowledge, after reasonable inquiry, of one or more of S.P. Johnson IV, David L. Pitts and Gregory F. Conaway.

“Law” means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Lien” means any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority, assessment, deed of trust, charge, easement, servitude or other encumbrance upon or with respect to any property of any kind.

“Money Laundering Laws” has the meaning specified in Section 3.26.

“Material Adverse Effect” means any change, event, effect, occurrence, state of facts or development that has a material adverse effect on (a) the condition (financial or otherwise), business, properties, assets or results of operations of the CRZO Entities, taken as a whole, or (b) the ability of the Company to perform its obligations under the Transaction Documents provided, however, that a Material Adverse Effect shall not include any adverse effect on the foregoing to the extent such adverse effect results from, arises out of, or relates to (i) a general deterioration in the economy or changes in the general state of the markets or industries in which any of the CRZO Entities operates, except to the extent that such entities, taken as a whole, are adversely affected in a disproportionate manner as compared to other industry participants, (ii) any deterioration in the condition of the capital markets or any inability on the part of the Company and its Subsidiaries to access the capital markets, (iii) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including acts of terrorism, (iv) any change in accounting requirements or principles imposed upon any of the Company and its Subsidiaries or their respective businesses or any change in applicable Law, or the interpretation thereof, (v) any change in the credit rating and/or outlook of any of the CRZO Entities or any of their securities (except that the underlying causes of any such changes may be considered in determining whether a Material Adverse Effect has occurred), (vi) changes in the market price or trading volume of the shares of Common Stock (except that the underlying causes of any such changes may be considered in determining whether a Material Adverse Effect has occurred), (vii) any failure of the Company to meet any internal or external projections, forecasts or estimates of revenue or earnings for any period (except that the underlying causes of any such failures may be considered in determining whether a Material Adverse Effect has occurred), (viii) any changes, events, effects, occurrences, states of facts or developments generally affecting the prices of oil, gas, natural gas, natural gas liquids, propane or other commodities, (ix) the announcement of the transactions contemplated by this Agreement or the Acquisition Agreement or the satisfaction of the obligations set forth herein or therein, or (x) any deterioration in the condition of the capital markets or any inability on the part of the Company and its Subsidiaries to access the capital markets.

“Multiemployer Plan” has the meaning specified in Section 3.24.

“NASDAQ” means the NASDAQ Stock Market.

“Note Offering” means an offering of senior notes by the Company with aggregate gross proceeds prior to discounts or commissions to be received by the Company pursuant to such offering of between $200 million and $400 million.

“Organizational Documents” means, as applicable, an entity’s agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws or other similar organizational documents.

“Permits” means any approvals, authorizations, consents, licenses, permits, variances, waivers, grants, franchises, concessions, exemptions, orders, registrations or certificates of a Governmental Authority.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“PIK Shares” means any shares of Common Stock delivered to the Purchasers by the Company in respect of dividends payable by the Company to the Purchasers pursuant to the Statement of Resolutions.

“Preferred Stock” means the 8.875% Redeemable Preferred Stock of the Company.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible (including intellectual property rights).

“Purchase Price” has the meaning specified in Section 2.02(b)(ii).

“Purchased Shares” has the meaning specified in Section 2.01.

“Purchaser Related Parties” has the meaning specified in Section 6.01.

“Purchasers” has the meaning specified in the introductory paragraph of this Agreement.

“Registration Rights Agreement” means the Registration Rights Agreement, to be entered into at the Closing, between the Company and the Purchasers, substantially in the form attached to this Agreement as Exhibit B.

“Representatives” means, with respect to a specified Person, the investors, officers, directors, managers, employees, agents, advisors, counsel, accountants, investment bankers and other representatives of such Person.

“Sanctions” has the meaning specified in Section 3.27.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Short Sales” means, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

“Standstill and Voting Agreement” means the Standstill and Voting Agreement, to be entered into at the Closing, between the Company and the Purchasers, substantially in the form attached to this Agreement as Exhibit D.

“Statement of Resolutions” means the Statement of Resolutions establishing the Preferred Stock of the Company, substantially in the form attached to this Agreement as Exhibit A.

“Subsidiary” means, as to any Person, any corporation or other entity of which: (a) such Person or a Subsidiary of such Person is a general partner or, in the case of a limited liability company, the managing member or manager thereof; (b) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (c) any corporation or other entity as to which such Person consolidates for accounting purposes.

“Taxes” means any federal, state, local or foreign income, gross receipts, franchise, payroll, employment, excise, ad valorem, severance, stamp, occupation, windfall, profits, customs, capital stock, withholding, social security, retirement, unemployment, disability, workers compensation, real property, personal property, sales, use, transfer, value added, net worth, recording, escheat or unclaimed property, alternative, add-on minimum or other taxes, fees and charges, imposed by the Internal Revenue Service or any other taxing authority (whether domestic (including a U.S. possession) or foreign including any state, county, local or foreign government or any subdivision or taxing agency thereof), whether computed on a separate, consolidated, unitary, combined or any other basis, and such term shall include any interest whether paid or received, penalties or additional amounts imposed by the Internal Revenue Service or any other taxing authority attributable to, or imposed upon, or with respect to any such taxes, charges, fees, levies or other assessments.

“Tax Return” means any return, report or similar filing (including attached schedules) filed or required to be filed with respect to Taxes (and any amendments thereto), including any information return, claim for refund or declaration of estimated Taxes.

“TBOC” means the Texas Business Organizations Code, as amended.

“Third-Party Claim” has the meaning specified in Section 6.04.

“Total Funding Obligation” means the sum of all of the Purchasers’ Funding Obligations.

“Transaction Documents” means, collectively, this Agreement, the Statement of Resolutions, the Registration Rights Agreements, the Warrant Agreement, the Warrants, the Standstill and Voting Agreement and any and all other agreements or instruments executed and delivered to the Purchasers by the Company hereunder or thereunder, as applicable.

“Transfer” has the meaning specified in Section 5.03(a).

“Underlying Shares” means (i) the shares of Common Stock issuable upon redemption of the Purchased Shares in accordance with the Statement of Resolutions, (ii) the PIK Shares and (iii) the Warrant Shares.

“Warrant Agreement” means the Agreement, to be entered into at the Closing, between the Company and Wells Fargo Bank, N.A., substantially in the form attached to this Agreement as Exhibit C.

“Warrants” means the Warrants, to be entered into at the Closing, between the Company and Wells Fargo Bank, N.A., substantially in a form attached as Exhibit A to the Warrant Agreement.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants in accordance with the Warrants.

Section 1.02 Accounting Procedures and Interpretation. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements of the Company and certificates and reports as to financial matters required to be furnished to the Purchasers hereunder shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II

AGREEMENT TO SELL AND PURCHASE

Section 2.01 Purchase. On the Closing Date, on the terms and subject solely to the satisfaction or waiver of the conditions to the Closing in Section 2.04, each Purchaser hereby

agrees to purchase from the Company, and the Company hereby agrees to issue and sell to each such Purchaser, the shares of Preferred Stock (the “Purchased Shares”) and the Warrants with respect to Warrant Shares, in each case as set forth opposite such Purchaser’s name on Schedule A, for the amounts in cash set forth opposite such Purchaser’s name on Schedule A.

Section 2.02 Closing.

(a) On the terms and subject solely to the satisfaction or waiver of the conditions to the Closing in Section 2.04, the consummation of the purchase and sale of the Purchased Shares and the Warrants hereunder (the “Closing”) shall be held at the offices of Baker Botts L.L.P., 910 Louisiana Street, Suite 3000, Houston, Texas 77002, at 10:00 a.m. prevailing Central time on the date of the closing of the Acquisition, or at such other time and place as the Company and the GSO Representative agree (the “Closing Date”).

(b) In addition and subject solely to the satisfaction or waiver on the Closing Date of the conditions to the Closing in Section 2.04, at the Closing:

(i) the Company will cause the Purchased Shares to be registered with the transfer agent of the Company in the name of each Purchaser in accordance with Schedule A in book-entry form, free and clear of all Liens, other than (i) restrictions on transfer under the Transaction Documents, under the Texas Business Organizations Code or applicable federal and state securities laws and (ii) such Liens as are created by the Purchasers; and

(ii) each Purchaser will deliver or cause to be delivered to a bank account designated by the Company in writing at least two (2) business days prior to the Closing Date, an amount in cash, by wire transfer of immediately available funds, equal to the number of Purchased Shares set forth across from such Purchaser’s name on Schedule A multiplied by $970.00 (the “Purchase Price”).

Section 2.03 Purchase Price: Warrant Valuation. Prior to the Closing, the Company and the GSO Representative shall use reasonable efforts to mutually agree upon the allocation of the Purchase Price among the Purchased Shares and the Warrants (with respect to 2,750,000 Warrant Shares) based upon their relative fair market values; provided, however, that if the Company and the GSO Representative are unable to mutually agree upon such allocation, the allocation of the Purchase Price shall be submitted to PricewaterhouseCoopers LLP or such other firm mutually agreed by the Company and the GSO Representative (the “Appraiser”) for determination. The Appraiser shall make such determination as promptly as practicable after its appointment hereunder and may take into account all factors as such Appraiser deems appropriate in making such determination based upon the relative fair market values of the Purchased Shares and the Warrants (with respect to 2,750,000 Warrant Shares). The Appraiser shall have such access to the books, records and properties of the Company as it may reasonably request for the purpose of making such a determination.

Section 2.04 Closing Conditions.

(a) Mutual Closing Conditions. The obligations of the Purchasers, on the one hand, and the Company, on the other hand, to effect the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the GSO Representative and the Company at or prior to the Closing of the following conditions:

(i) no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any Governmental Authority and no Law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement;

(ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement;

(iii) the Company shall have delivered a certification in writing that (x) all conditions to closing the Acquisition set forth in Section 6.2 of the Acquisition Agreement have been satisfied or shall be satisfied substantially simultaneously with the Closing on the terms and conditions contemplated by the Acquisition Agreement (subject to any amendments, supplements, waivers or other modifications permitted by Section 5.07 or otherwise consented to by the Purchasers representing a majority of the Purchased Shares) and (y) the closing of the Acquisition shall occur substantially simultaneously with the Closing;

(iv) the Company shall have adopted and filed the Statement of Resolutions with the Secretary of State of the State of Texas, and the Statement of Resolutions shall be in full force and effect; and

(v) the Amended Credit Agreement, as in effect on the date hereof, shall not have been further amended in any manner that (A) materially and adversely affects the rights, preferences or privileges of the Preferred Stock or any Purchaser under the Statement of Resolutions or (B) materially and adversely affects the Company’s ability to pay dividends on the Preferred Stock or to redeem the Preferred Stock, in each case in accordance with the Statement of Resolutions.

(b) Purchaser Closing Conditions. The obligations of the Purchasers to effect the Closing are also subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Purchasers representing a majority of the Purchased Shares at or prior to the Closing of the following conditions:

(i) (A) the representations and warranties of the Company set forth in Article III hereof (other than Sections 3.02 and 3.10 and clauses (a), (e) and (g) of Section 3.01) shall be true and correct (disregarding all qualifications or limitations as to materiality or Material Adverse Effect) as of the date of this Agreement and (solely with respect to the representations and warranties of the Company set forth in Sections 3.12, 3.25, 3.26 and 3.27) as of the Closing Date as though made on and as of such date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, (B) the representations and warranties of the Company set forth in Section 3.02 shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than representations

and warranties that refer to a specified date, which need only be true and correct on and as of such specified date) except for de minimis inaccuracies, and (C) the representations and warranties of the Company set forth in Section 3.10 and clauses (a), (e) and (g) of Section 3.01 shall be true in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date;

(ii) the Company shall have performed in all material respects its obligations required to be performed by it pursuant to Sections 5.01 and 5.07 at or prior to the Closing;

(iii) the Purchasers shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company certifying to the effect that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(ii) have been satisfied;

(iv) the Warrant Shares shall have been reserved and approved for listing on the NASDAQ by the Board of Directors;

(v) the Purchasers shall have received a counterpart of the Registration Rights Agreement, duly executed by the Company;

(vi) the Purchasers shall have received a counterpart of the Warrant Agreement, duly executed by the Company;

(vii) the Equity Offering shall have been consummated, or shall be consummated substantially concurrently with the Closing;

(viii) the Note Offering shall have been consummated, or shall be consummated substantially concurrently with the Closing;

(ix) the Company shall have delivered evidence of issuance of the Purchased Shares to each Purchaser credited to book-entry accounts maintained by the Company;

(x) the Purchasers shall have received a cross-receipt executed by the Company and delivered to the Purchasers certifying that it has received from the Purchasers an amount in cash from each Purchaser equal to such Purchaser’s Funding Obligations;

(xi) the Company shall have delivered a certificate of the secretary or the assistant secretary of the Company certifying as to and attaching (A) the articles of incorporation of the Company, (B) the bylaws of the Company and (C) duly executed board resolutions of the Board of Directors or a committee thereof authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including that the execution and delivery of this Agreement or the other Transaction Documents and the issuance to the Purchasers of the Preferred Stock, the Warrants and the Underlying Shares are all approved for the purposes of Section 21.606(1) of the TBOC and the related provisions of Sections 21.601 through 21.610 of the TBOC (relating to affiliated business combinations).

(c) Company Closing Conditions. The obligation of the Company to effect the Closing is also subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Company at or prior to the Closing of the following conditions:

(i) (A) the representations and warranties of the Purchasers set forth in Article IV hereof (other than Sections 4.01, 4.02 and 4.04) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that such representation or warranty speaks of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such date), except where the failure of such representation and warranties to be so true and correct would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of the Purchasers to fully perform its covenants and obligations under this Agreement and (B) the representations and warranties of the Purchasers set forth in Sections 4.01, 4.02 and 4.04 shall be true in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date;

(ii) each Purchaser shall have performed in all material respects its obligations required to be performed by it pursuant to this Agreement at or prior to the Closing;

(iii) the Company shall have received a certificate signed on behalf of the Purchasers by an authorized representative of the Purchasers’ general partner or investment manager (or Person exercising similar authority) certifying to the effect that the conditions set forth in Section 2.04(c)(i) and Section 2.04(c)(ii) have been satisfied;

(iv) the Company shall have received a counterpart of the Warrant Agreement and Registration Rights Agreement, duly executed by the Purchasers;

(v) the Company shall have received a cross-receipt executed by each Purchaser and delivered to the Company certifying that it has received from the Company (A) the number of shares of Preferred Stock set forth opposite such Purchaser’s name on Schedule A and (B) the Warrants with respect to the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule A;

(vi) the Company shall have received at the Closing payment of each Purchaser’s Funding Obligation by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Company; and

(vii) the Company shall have received a counterpart of the Standstill and Voting Agreement, duly executed by each of the Purchasers.

Section 2.05 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions

contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. The failure or waiver of performance by any Purchaser does not excuse performance by any other Purchaser.

Section 2.06 Further Assurances. From time to time after the date hereof, without further consideration, the Company and each Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES AND

COVENANTS RELATED TO THE COMPANY

As of the date hereof and as of the Closing, the Company represents and warrants to the Purchasers as follows:

Section 3.01 Existence.

(a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the Laws of its jurisdiction of incorporation.

(b) Each of the CRZO Entities (other than the Company) has been duly incorporated or formed, as the case may be, and is validly existing as a limited liability company, limited partnership or corporation, as the case may be, in good standing under the Laws of its jurisdiction of incorporation or formation, as the case may be.

(c) Each of the CRZO Entities has the full limited liability company, limited partnership or corporate, as the case may be, power and authority to own or lease its Properties and assets and to conduct the businesses in which it is engaged in all material respects, and is duly registered or qualified as a foreign limited liability company, limited partnership or corporation, as the case may be, for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to so register or qualify would not reasonably be expected to have a Material Adverse Effect.

(d) None of the CRZO Entities is in violation of its Organizational Documents in any material respect.

(e) The execution and delivery of the Transaction Documents by the Company, and the performance by the Company of its obligations thereunder, will not violate the Organizational Documents of the Company in any material respect.

(f) Each of the Organizational Documents of each of the CRZO Entities has been duly authorized, executed and delivered by any CRZO Entity party thereto and is a valid and legally binding agreement of such party thereto, enforceable against such party thereto in

accordance with its respective terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

(g) At Closing, the Statement of Resolutions will be duly authorized, executed and delivered by the Company and will be a valid and legally binding agreement of such party thereto, enforceable against such party thereto in accordance with its respective terms.

Section 3.02 Capitalization and Valid Issuance of Shares.

(a) The authorized equity interests of the Company consist of 10,000,000 shares of preferred stock, par value $0.01 per share, and 180,000,000 shares of Common Stock. At the close of business on June 27, 2017, there were 65,835,820 shares of Common Stock issued and outstanding. There are no shares of preferred stock of Company, par value $0.01 per share, issued and outstanding except for the Purchased Shares to be issued pursuant to this Agreement. All outstanding equity securities of the Company are duly authorized, validly issued, fully paid and non-assessable.

(b) The Purchased Shares being purchased by the Purchasers hereunder will be duly authorized by the Company and, when issued and delivered by the Company in accordance with this Agreement and the Statement of Resolutions against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable.

(c) There are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Shares; and, except (i) for the Purchased Shares to be issued pursuant to this Agreement or as set forth in the Statement of Resolutions, (ii) for awards issued pursuant to the Company’s benefit plans (including any employment agreement), (iii) as disclosed in the Company SEC Documents and (iv) the Warrants and the Warrant Agreement, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ownership interests in the Company are outstanding.

(d) Upon issuance in accordance with this Agreement and the Statement of Resolutions or the Warrants, as applicable, the Underlying Shares will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Transaction Documents, under the Texas Business Organizations Code or under applicable state and federal securities laws, and (ii) such Liens as are created by the Purchasers.

(e) The Statement of Resolutions has been duly authorized by the Company. The Statement of Resolutions sets forth the rights, preferences and priorities of the Preferred Stock, and the holders of the Preferred Stock will have the rights set forth in the Statement of Resolutions upon filing with the Secretary of State for the State of Texas, subject to the Standstill and Voting Agreement and any transfer restriction in any Transaction Document.

(f) The Warrants have been duly authorized by the Company. The Warrants set forth the rights of the holders thereof, and the holders thereof will have the rights set forth therein upon the Closing, subject to any transfer restriction in any Transaction Document.

Section 3.03 Company SEC Documents. Except as disclosed in the Company SEC Documents, since March 31, 2016, the Company’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed prior to the date hereof, collectively the “Company SEC Documents”) have been filed with the Commission on a timely basis. The Company SEC Documents, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent Company SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made in the case of any such documents other than a registration statement, not misleading, (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The financial statements and other financial information of the Company included in the Company SEC Documents were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods then ended. The independent auditor of the Company as of the date of the most recent audited balance sheet of the Company is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. Since the date of the most recent balance sheet of the Company audited by such auditor, (i) the interactive data in extensible Business Reporting Language included or incorporated by reference in the Company SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto and (ii) based on an annual evaluation of disclosure controls and procedures, except as set forth in the Company SEC Documents, the Company is not aware of (x) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are likely to adversely affect its ability to record, process, summarize and report financial data or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company.

Section 3.04 No Material Adverse Change. Except as expressly set forth in or contemplated by the Company SEC Documents, since March 31, 2017 through the date hereof, no Material Adverse Effect has occurred.

Section 3.05 Registration.

(a) Assuming the accuracy of the representations and warranties of each Purchaser contained in Article IV, the issuance and sale of the Purchased Shares and the Warrants pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither the Company nor, to the Knowledge of the Company, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

(b) The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under the Securities Act, and is eligible to register the Purchased Shares and the Underlying Shares for resale by the Purchasers on a registration statement on Form S-3 under the Securities Act.

Section 3.06 Registration Rights Priority. Except as set forth on Schedule 3.06, the Company has not granted registration rights that remain outstanding that (a) are equal or superior in priority to, or otherwise equal to or greater than, in any respect, those contained in the Registration Rights Agreement, (b) reduce the aggregate amount of securities that may be registered pursuant to the Registration Rights Agreement or (c) conflict in any material respect with the rights granted to the Purchasers pursuant to the Registration Rights Agreement.

Section 3.07 Litigation. Except as set forth in the Company SEC Documents, there are as of the date of this Agreement no legal or governmental proceedings pending to which any of the CRZO Entities is a party or to which any Property or asset of any such entity is subject, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which challenges the validity of any of the Transaction Documents or the Statement of Resolutions or the right of the Company to enter into any of the Transaction Documents or the Statement of Resolutions or to consummate the transactions contemplated hereby and thereby.

Section 3.08 No Default. None of the CRZO Entities is in breach, default (or an event that, with notice or lapse of time or both, would constitute such an event) or violation in the performance of any obligation, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which it is a party or by which it or any of its properties may be bound, which breach, default or violation would, if continued, reasonably be expected to materially impair the ability of any of the CRZO Entities to perform its obligations under the Transaction Documents.

Section 3.09 No Conflicts. None of (a) the offering, issuance and sale by the Company of the Purchased Shares and the application of the proceeds therefrom, (b) the execution, delivery and performance of the Transaction Documents or the Statement of Resolutions, or (c) the consummation of the transactions contemplated thereby (i) constitutes or will constitute a violation of the Organizational Documents of any CRZO Entity, (ii) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any CRZO Entity is a party or by which any of them or any of their respective properties may be bound, (iii) violates or will violate any statute, Law, Permit or regulation or any order, judgment, decree or injunction of any court or

Governmental Authority or body having jurisdiction over any CRZO Entity or any of its properties in a proceeding to which any of them or their property is or was a party, or (iv) results or will result in the creation or imposition of any Lien upon any property or assets of the Company, which conflicts, breaches, violations, defaults or liens, in the case of clauses (ii), (iii) or (iv), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Company to consummate the transactions contemplated by the Transaction Documents.

Section 3.10 Authority: Enforceability. The Company has all requisite power and authority to issue, sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement and the Statement of Resolutions. All corporate action required to be taken by the Company for the authorization, issuance, sale and delivery of the Purchased Shares, the execution and delivery of the Transaction Documents and the Statement of Resolutions and the consummation of the transactions contemplated thereby shall have been validly taken. No approval from the holders of outstanding Common Shares is required under the Organizational Documents of the Company or the rules and regulations of the NASDAQ in connection with the Company’s issuance and sale of the Purchased Shares and Underlying Shares to the Purchasers, other than any such approval required under the rules and regulations of the NASDAQ with respect to the issuance of the Underlying Shares. Each of the Transaction Documents and the Statement of Resolutions has been duly and validly authorized and has been or, with respect to the Transaction Documents to be delivered at the Closing and the Statement of Resolutions, will be, validly executed and delivered by the Company, and constitutes, or will constitute, the legal, valid and binding obligations of the Company (assuming the due authorization, execution and delivery thereof by the Purchasers, as applicable), enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general principles of equity.

Section 3.11 Approvals. No authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required by the Company in connection with the execution, delivery or performance by the Company of any of the Transaction Documents with respect to the Company’s issuance and sale of the Purchased Shares, except (a) as required by the Commission in connection with the Company’s obligations under the Registration Rights Agreements, (b) as may be required under the state securities or “Blue Sky” Laws, (c) as may be required by the rules and regulation of the NASDAQ, (d) the filing of the Statement of Resolutions with the Secretary of State of the State of Texas, (e) filings under the Exchange Act or (f) where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.12 Investment Company Status. None of the CRZO Entities is, nor after giving effect to the offering and sale of the Purchased Shares and the application of the net proceeds from such sale, will any of the CRZO Entities be, an “investment company” or a company “controlled by” an “investment company,” each as defined in the Investment Company Act of 1940, as amended.

Section 3.13 No Labor Disputes. As of the date of this Agreement, no labor dispute with the employees of any of the CRZO Entities exists or, to the Knowledge of the Company, is imminent, that would reasonably be expected to have a Material Adverse Effect.

Section 3.14 Certain Fees. Except for an advisory fee paid as set forth in Section 8.01, no fees or commissions are or will be payable by the Company to brokers, finders or investment bankers with respect to the sale of any of the Purchased Shares or the consummation of the transaction contemplated by this Agreement or the other Transaction Documents.

Section 3.15 Insurance. Except as would not reasonably be expected to have a Material Adverse Effect, each of the CRZO Entities carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is reasonably adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries. Except as would not reasonably be expected to have a Material Adverse Effect: all policies of insurance of the CRZO Entities are in full force and effect; the CRZO Entities are in compliance with the terms of such policies in all material respects; there are no material claims by any of the CRZO Entities under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and none of the CRZO Entities has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

Section 3.16 Books and Records: Sarbanes-Oxley Compliance.

(a) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(b) The Company has established and maintains disclosure controls and procedures (to the extent required by and as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), which are designed to provide reasonable assurance that material information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as of the end of the most recently completed fiscal quarter covered by the Company’s periodic reports filed with the Commission, and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.

(c) The Company and, to the Knowledge of the Company, its directors or officers, in their capacities as such, are in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

Section 3.17 Listing and Maintenance Requirements. The Common Stock is listed on the NASDAQ, and the Company has not received any notice of delisting. Subject to the requirements of NASDAQ Rule 5635 and NASDAQ Rule 5250, the issuance and sale of the Purchased Shares, Warrants and issuance of the Underlying Shares do not contravene NASDAQ rules and regulations. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to the Knowledge of the Company is reasonably likely to, have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received as of the date of this Agreement any notification that the Commission is contemplating terminating such registration.

Section 3.18 Taxes.

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the CRZO Entities has filed all Tax Returns required to have been filed (taking into account all valid extensions), such Tax Returns are true, accurate and complete in all respects and have been completed in accordance with applicable Law, and all Taxes due (whether or not shown to be due and payable on any Tax Return) have been paid, except for those which are being contested in good faith and by appropriate proceedings and in respect of which adequate reserves with respect thereto are maintained in accordance with GAAP.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of the CRZO Entities has had any Tax deficiency proposed or assessed against it that has not been fully resolved and satisfied, (ii) none of the CRZO Entities has executed any waiver of any statute of limitations on the assessment or collection of any Tax that remains outstanding, and (iii) there is no pending audit, suit, proceeding, claim, examination or other administrative or judicial proceedings ongoing, pending, or, to the Knowledge of the Company, threatened or proposed with respect to any Taxes of any of the CRZO Entities.

(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the CRZO Entities has withheld or collected from each payment made to each of its employees, the amount of all Taxes required to be withheld or collected therefrom, and have paid the same to the proper tax receiving officers or authorized depositories.

Section 3.19 Compliance with Laws. None of the CRZO Entities is in violation of any applicable Law, except where such violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.20 Permits and Licenses. The CRZO Entities possess all Permits issued by each Governmental Authority necessary to conduct their respective businesses, except where the

failure to possess such permits would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. The CRZO Entities have fulfilled and performed all of their respective obligations with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that would not reasonably be expected to have a Material Adverse Effect. None of the CRZO Entities has received notice of any revocation or modification of any such Permits or has any reason to believe that any such Permits will not be renewed in the ordinary course, except where the revocation or modification of any such Permit or the failure to renew any such Permit would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Section 3.21 Environmental Laws. The operations of the CRZO Entities are in compliance with all applicable Environmental Laws and no occurrences or conditions currently exist that would reasonably be expected to adversely affect the CRZO Entities’ continued compliance with such Environmental Laws except as (a) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (b) have been disclosed in Company SEC Documents. As of the date of this Agreement, there are no present claims asserted against any of the CRZO Entities under applicable Environmental Laws, including claims relating to the release, spill or disposal of any Hazardous Substances resulting from the operations of the CRZO Entities, except as such claims (i) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) have been disclosed in Company SEC Documents.

Section 3.22 Required Disclosures and Descriptions. As of the date of this Agreement, there are no legal or governmental proceedings pending or, to the Knowledge of the Company, threatened, against any of the CRZO Entities, or to which any of the CRZO Entities is a party, or to which any of their respective properties is subject, that are required to be described in the Company SEC Documents but are not described as required, and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Company SEC Documents or to be filed as an exhibit to the Company SEC Documents that are not described or filed as required by the Securities Act or the Exchange Act.

Section 3.23 Title to Property. Each of the CRZO Entities has good and indefeasible title to all real property and good title to all personal property described in the Company SEC Documents as owned by such CRZO Entity, free and clear of all Liens except such (a) as are described in the Company SEC Documents, (b) as are created, arise under or secure the Credit Agreement or are otherwise permitted thereunder or (c) as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.24 ERISA Compliance. Except, in each case, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (i) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which any of the CRZO Entities would have any liability (each an “ERISA-Subject Plan”) has been maintained in material compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of

Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any ERISA-Subject Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each ERISA-Subject Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur, (B) no ERISA-Subject Plan is or is reasonably expected to be “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), (C) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any ERISA-Subject Plan or the receipt by any of the CRZO Entities from the Pension Benefit Guaranty Corporation or the plan administrator of any notice relating to the intention to terminate any ERISA-Subject Plan or ERISA-Subject Plans or to appoint a trustee to administer any ERISA-Subject Plan, (D) no conditions contained in Section 303(k)(1)(A) of ERISA for imposition of a lien shall have been met with respect to any ERISA-Subject Plan and (E) none of the CRZO Entities has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the ERISA-Subject Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of an ERISA-Subject Plan (including a “multiemployer plan,” within the meaning of Section 4001(c)(3) of ERISA) (“Multiemployer Plan”); (iv) no Multiemployer Plan is, or is expected to be, “insolvent” (within the meaning of Section 4245 of ERISA), in “reorganization” (within the meaning of Section 4241 of ERISA), or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 304 of ERISA); and (v) each ERISA-Subject Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

Section 3.25 Anti-Corruption. None of the CRZO Entities or, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any other anti-corruption or anti-bribery law of any jurisdiction in which the CRZO Entities operate (collectively, “Anti-Corruption Law”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA or other Anti-Corruption Laws) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or other Anti-Corruption Laws and such CRZO Entities and, to the Knowledge of the Company, their Affiliates have conducted their businesses in compliance with the FCPA and any other Anti-Corruption Law and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

Section 3.26 Money Laundering Laws. The operations of the CRZO Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental entity (collectively, the “Money Laundering Laws”): and no action, suit or proceeding by or before any governmental entity involving the CRZO Entities with respect to the Money Laundering Laws is pending or, to the best Knowledge of the Company, threatened.

Section 3.27 Sanctions. None of the CRZO Entities is currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or other relevant sanctions authority (collectively, “Sanctions”); nor is any CRZO Entity located, organized or resident in a country or territory that is the subject of Sanctions; and the CRZO Entities will not directly or indirectly use the proceeds of the sale of the Purchased Shares and the Warrants, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund or facilitate any activities of or business with any Person, or in any country or territory, that, at the time of such funding or facilitation, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Section 3.28 Acquisition Agreement. To the Knowledge of the Company, the representations and warranties of ExL Petroleum Management, LLC and ExL Petroleum Operating Inc. in the Acquisition Agreement (but only to the extent that the Company has the right to terminate its obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case pursuant to the terms thereof) as a result of a breach of one or more such representations) are true and correct.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES AND

COVENANTS OF THE PURCHASERS

As of the date hereof and as of the Closing, each of the Purchasers, severally but not jointly, represents and warrants to the Company as follows:

Section 4.01 Existence. Such Purchaser is duly organized and validly existing and in good standing under the laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 4.02 Authorization; Enforceability. Such Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations under the Transaction Documents. The execution, delivery and performance of the Transaction Documents by such Purchaser and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of such Purchaser is required. Each of the Transaction Documents has been duly executed and delivered by such Purchaser, where applicable, and constitutes legal, valid and binding obligations of such Purchaser; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Section 4.03 No Breach. The execution, delivery and performance of the Transaction Documents by such Purchaser and the consummation by such Purchaser of the transactions contemplated thereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by which such Purchaser is bound or to which any of the property or assets of such Purchaser is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of such Purchaser, or (c) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Purchaser or the property or assets of such Purchaser, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults would not prevent the consummation of the transactions contemplated by the Transaction Documents.

Section 4.04 Certain Fees. No fees or commissions are or will be payable by the Purchasers to brokers, finders or investment bankers with respect to the purchase of any of the Purchased Shares or the consummation of the transaction contemplated by this Agreement or the other Transaction Documents.

Section 4.05 Unregistered Securities.

(a) Accredited Investor Status: Sophisticated Purchaser. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in the Purchased Shares, the Warrants and the Underlying Shares. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Shares, the Warrants and the Underlying Shares.

(b) Information. Such Purchaser and its Representatives have been furnished with all materials relating to the business, finances and operations of the Company that have been requested and materials relating to the offer and sale of the Purchased Shares, the Warrants and Underlying Shares that have been requested by such Purchaser. Such Purchaser and its Representatives have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted at any time by such Purchasers and its Representatives shall modify, amend or affect such Purchasers’ right (i) to rely on the Company’s representations and warranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in any Transaction Document. Such Purchaser understands that its purchase of the Purchased Shares and the Warrants involves a high degree of risk. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Purchased Shares and the Warrants.

(c) Residency. Such Purchaser shall cooperate reasonably with the Company to provide any information necessary for any applicable securities filings.

(d) Legends. Such Purchaser understands that, until such time as the Purchased Shares and the Warrants have been registered pursuant to the provisions of the Securities Act, or the Purchased Shares and the Warrants are eligible for resale pursuant to Rule 144

promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Purchased Shares shall bear a restrictive legend as provided in the Statement of Resolutions and the Warrants shall bear a restrictive legend as provided in the Warrant Agreement. Each Purchaser understands that, until such time as the Underlying Shares have been registered pursuant to the provisions of the Securities Act, or the Underlying Shares are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Underlying Shares shall bear a restrictive legend.

(e) Purchase Representation. Such Purchaser is purchasing the Purchased Shares and the Warrants for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and agrees that neither the Purchased Shares, the Warrants nor the Underlying Shares have been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold or transferred only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). Such Purchaser has been advised and understands that the Company, in issuing the Purchased Shares and the Warrants, is relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act.

(f) Rule 144. Such Purchaser understands that there is no public trading market for the Purchased Shares and the Warrants, that none is expected to develop and that the Purchased Shares and the Warrants must be held indefinitely unless and until the Underlying Shares are registered under the Securities Act or an exemption from registration is available. Each Purchaser has been advised of and is aware of the provisions of Rule 144 promulgated under the Securities Act.

(g) Reliance by the Company. Such Purchaser understands that the Purchased Shares and the Warrants are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Purchased Shares and the Warrants and the Underlying Shares.

Section 4.06 Sufficient Funds. Such Purchaser has available to it as of the date of this Agreement and will have at the Closing, sufficient funds to enable such Purchaser to pay in full at the Closing the entire amount of such Purchaser’s Funding Obligation in immediately available cash funds.

Section 4.07 Short Selling. Such Purchaser currently owns no equity securities of the Company and has not made any trades in the Common Stock or other equity interests of the Company or entered into or effected any Short Sales of the Common Stock owned by it since the time it first began discussions with the Company about the transactions contemplated by this Agreement and, without limiting the foregoing, has not during such time entered into a total return swap or similar hedging or derivative transaction with respect to the Company’s equity securities.

ARTICLE V

COVENANTS

Section 5.01 Conduct of Business.

(a) Notwithstanding anything to the contrary contained in this Agreement, during the period commencing on the date of this Agreement and ending on the Closing Date, each of the CRZO Entities shall not, without the prior written consent of the Purchasers representing a majority of the Purchased Shares (which consent shall not be unreasonably withheld, conditioned, or delayed):

(i) declare, or make payment in respect of, any dividend or other distribution upon any shares of capital stock of the Company;

(ii) amend the Organizational Documents of any CRZO Entity in a manner that would adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock; or

(iii) authorize, issue or reclassify any (x) equity securities of the Company ranking on parity with or senior to the Preferred Stock or (y) debt securities of the Company convertible into any of the foregoing.

Section 5.02 Cooperation: Further Assurances. Each of the Company and the Purchasers shall use its respective commercially reasonable efforts to obtain all approvals and consents required by or necessary to consummate the transactions contemplated by this Agreement or the other Transaction Documents and the Statement of Resolutions. Each of the Company and the Purchasers agrees to execute and deliver all such documents or instruments, to take all appropriate action and to do all other things it determines to be necessary, proper or advisable under applicable Laws and regulations or as otherwise reasonably requested by the other to consummate the transactions contemplated by this Agreement.

Section 5.03 Transfer Restrictions.

(a) Except with the prior consent of the Company or as permitted in Section 5.03(b) hereof, until the 24-month anniversary of the Closing Date, the Purchasers will not (i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly (each a “Transfer”), in the aggregate, more than 35% of the Preferred Stock held by the Purchasers as of the Closing Date, (ii) Transfer any of the Warrants or any Warrant Shares or (iii) directly or indirectly, make or engage in any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a short sale of or the purpose of which is to offset the loss which results from a decline in the market price of, any of the Preferred Stock, the Warrants or the Warrant Shares, or otherwise establish or increase, directly or indirectly, a put equivalent position, as defined in Rule 16a-1(h) under the Exchange Act, or any other derivative or hedging transaction, in each

case with respect to any of the Preferred Stock, the Warrants or the Warrant Shares, regardless of whether such transaction is to be settled by delivery of Common Stock, other securities, cash or otherwise; provided that, in no event shall anything contained in this Section 5.03(a) restrict the Purchasers’ ability to Transfer the PIK Shares and the shares of Common Stock received by the Purchasers in respect of the redemption of Preferred Stock pursuant to the terms of the Statement of Resolutions.

(b) Notwithstanding Section 5.03(a), the Purchasers shall be permitted to make the following Transfers at any time under the following circumstances:

(i) Transfers of any portion or all of their Preferred Stock, Warrants or Warrant Shares to any Affiliate (the recipient of the shares so Transferred, a “Permitted Transferee”), but only if (A) the transferee agrees in writing prior to such Transfer for the express benefit of the Company (in form and substance reasonably satisfactory to the Company and with a copy thereof to be furnished to the Company) to be bound by the terms of the Standstill and Voting Agreement and the transferor’s obligations hereunder with respect to the applicable Warrants or Warrant Shares by executing a joinder in a form reasonably acceptable to the GSO Representative and the Company, which joinder shall include (x) with the Company’s consent (which consent may not be unreasonably withheld, conditioned or delayed), an express release by the Company of the transferor’s obligations and liabilities under this Agreement and (y) an express assumption of such obligations and liabilities by the Permitted Transferee, and (B) the transferee and the transferor agree for the express benefit of the Company that the transferee shall Transfer the Warrants or the Warrant Shares so Transferred back to the transferor at or before such time as the transferee ceases to be a Permitted Transferee of the transferor; or

(ii) Transfers of any portion or all of their Preferred Stock, Warrants or Warrant Shares in connection with a Change of Control (as defined in the Statement of Resolutions) which has been approved by the Board of Directors, has not been initiated by any Purchaser (or its Affiliates) and pursuant to which the Preferred Stock is redeemed in exchange for cash or equity securities.

(c) Notwithstanding anything to the contrary, the Purchasers will not at any time, directly or knowingly indirectly (without the prior written consent of the Board of Directors), Transfer any Preferred Stock, Warrants or Underlying Shares to an Industry Competitor.

(d) Notwithstanding anything to the contrary contained in this Section 5.03, the Purchasers will not at any time Transfer Preferred Stock unless (i) at least 10,000 shares of Preferred Stock are Transferred pursuant to such Transfer, in the event the Purchasers own greater than 10,000 shares of Preferred Stock, or (ii) all of the Preferred Stock are Transferred pursuant to such Transfer, in the event the Purchasers own less than 10,000 shares at the time of such Transfer.

Section 5.04 Use of Proceeds. The Company shall use the collective proceeds from the sale of the Purchased Shares to partially fund the Acquisition and related expenses.

Section 5.05 Legend and Securities Compliance.

(a) The Purchasers agree that all certificates, Ownership Notices or other instruments representing the Preferred Stock, the Warrants or the Underlying Shares subject to this Agreement will bear legends substantially to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

The Purchasers agree that all certificates, Ownership Notices or other instruments representing the Preferred Stock will bear a legend substantially to the following effect:

THE SECURITIES REPRESENTED BY THIS OWNERSHIP NOTICE ARE SUBJECT TO CERTAIN VOTING AGREEMENTS SET FORTH IN THE STATEMENT OF RESOLUTIONS, WHICH ESTABLISH OTHER POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER RIGHTS OF THE 8.875% REDEEMABLE PREFERRED STOCK OF THE COMPANY.

(b) In connection with a sale of the Preferred Stock, the Warrants or the Underlying Shares by a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Purchaser or its broker shall deliver to the transfer agent (which, for the avoidance of doubt, may be the Company with respect to the Preferred Stock) and the Company a broker representation letter providing to the transfer agent and the Company any information the Company deems necessary to determine that the sale of such Preferred Stock, Warrants or Underlying Shares is made in compliance with Rule 144 promulgated under the Securities Act, including, as may be appropriate, a certification that the Purchaser is not an Affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act) and a certification as to the length of time the Preferred Stock, Warrants or Underlying Shares have been held. Upon receipt of such representation letter and such determination, the Company shall promptly direct its transfer agent to remove the notation of a restrictive legend to the extent relating to securities law compliance in such Purchaser’s or the book-entry account maintained by the transfer agent, including the legend referred to in Section 5.05(a) to the extent relating to securities law compliance, and the Company shall bear all costs associated with the removal of such legend in the Company’s books. At such time as the Preferred Stock, Warrants or the Underlying Shares have been sold pursuant to an effective registration statement under the Securities Act permitting the public resale of the Preferred Stock, Warrants or Underlying Shares has become effective or have been held by any Purchaser for more than one year where such Purchaser is not, and has not been in the preceding three months, an Affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act), if the book-entry account of such Purchaser still bears the notation of the restrictive legend referred to in Section 5.05(a), the Company agrees, upon

request of the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 5.05(a) to the extent relating to securities law compliance and the Company shall bear all costs associated with the removal of such legend in the Company’s books, regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assignee provides to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state Laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company (as defined in Rule 144 promulgated under the Securities Act) and regarding the length of time the Preferred Stock, Warrants and Underlying Shares have been held, a covenant to inform the Company if it should thereafter become an affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the notation of an appropriate restriction, and a certification as to the length of time such Preferred Stock, Warrants and Underlying Shares have been held. The Company shall cooperate with each Purchaser to effect the removal of the legend referred to in Section 5.05(a) at any time such legend is no longer appropriate.

(c) The Purchased Shares, the Warrants and the Underlying Shares (the “Restricted Securities”) shall not be transferable except a holder of Restricted Securities may, subject to any other transfer restriction applicable to such Restricted Securities, Transfer such Restricted Securities upon the conditions specified in this Agreement or, in the case of the Warrants and the Warrant Shares, in the Warrant Agreement and the Warrants, which conditions are in part intended to ensure compliance with the provisions of the Securities Act in respect of the Transfer thereof.

(d) In the event that the legend to the extent relating to securities law compliance has not been removed under Section 5.05(b), then this Section 5.05(d) shall apply (other than with respect to the Warrants and the Warrant Shares, which shall be subject to the terms of the Warrant Agreement and the Warrants). Each holder shall, prior to any Transfer of any Restricted Securities (other than a sale to be made in compliance with Rule 144 promulgated under the Securities Act, which sales shall be subject to compliance with Section 5.05(b)), give two Business Days prior written notice to the Company of such holder’s intention to effect such Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for such holder (which may be one of its internal counsels), stating that in the opinion of such counsel (which opinion must be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration of such Restricted Securities under the Securities Act. If no other Transfer restrictions exist, such holder shall thereupon be entitled to Transfer the Restricted Securities in accordance with the terms of the notice delivered to the Company, and if the Company does not reasonably object to such Transfer on the basis of securities law compliance or request such opinion, within two Business Days after delivery of such notice or, if the Company does request such opinion, upon its receipt thereof. Each certificate or other instrument evidencing the securities issued upon the Transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Restricted Securities) shall bear the legend relating to securities law compliance set forth in this Agreement. Any transferee (other than in connection with a sale made in compliance with Rule 144 promulgated under the Securities Act), by acceptance of the Restricted Securities in accordance with this Section 5.05(d) must agree to be bound by this Section.

Section 5.06 Tax Matters. The Company and each Purchaser shall prepare and file all Tax Returns in a manner consistent with the allocation and valuations described in Section 2.03 except as otherwise required by Law following a final determination to the contrary. In the event the Company determines it is required by Law to adopt a Tax position or file a Tax Return in a manner inconsistent with the allocation or valuations described in Section 2.03, it shall notify and consult with the GSO Representative prior to doing so.

Section 5.07 Acquisition Agreement. At or prior to the Closing, without the prior written consent of the GSO Representative (which shall not be unreasonably withheld, conditioned or delayed and which response, in any event, whether in the affirmative or negative, will be provided in writing within two (2) Business Days of a consent request from the Company), the Company shall not make or agree to make any amendments, supplements, waivers or other modifications to any provision of the Acquisition Agreement in a manner that would be materially adverse to the Company; provided that if the GSO Representative fails to provide respond to such request within two (2) Business Days, the GSO Representative shall be deemed to have consented to such amendment, supplement, waiver or other modification on behalf of the Purchasers. For the avoidance of doubt, (i) upon any such consent (or deemed consent) by the GSO Representative, the Purchasers shall be deemed to have waived any right to exercise the closing condition under Section 2.04(b)(ii) and the right to termination under Section 7.01(f), in each case solely with respect to the matters specifically set forth in such amendment, supplement, waiver or other modification and (ii) except as otherwise expressly provided herein, any reference to the transactions contemplated by this Agreement shall not include the Acquisition.

Section 5.08 Expenses. Each of the parties to this Agreement will bear and pay all costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to the Transaction Documents; provided, however, the Company shall, upon the Closing, reimburse the Purchasers for up to $500,000 of their reasonable, customary and documented out-of-pocket legal fees and expenses and consulting fees, in each case incurred in connection with due diligence, the negotiation and preparation of the Transaction Documents and undertaking of the transactions contemplated pursuant to the Transaction Documents.

Section 5.09 CUSIP Numbers. Prior to the Closing Date, the Company shall obtain “CUSIP” numbers with respect to the Warrants and will use such CUSIP numbers in appropriate notices as a convenience to the holders of the Warrants (including the Purchasers, if applicable); provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Warrants or as contained in any notice to any holder of the Warrants.

Section 5.10 Shareholder Approval. The Company shall use its commercially reasonable efforts to obtain the approval of the shareholders of the Company at the Company’s next three annual meetings (until obtained) permitting the issuance of the Underlying Shares (including the redemption of the Purchased Shares in Common Stock as permitted by the Statement of Resolutions), including, but not limited to, the Board of Directors recommending

the approval of such issuance or issuances to the shareholders. The Purchasers agree that to the extent required by NASDAQ rules (including Rule 5635) to obtain the requisite shareholder approval for such issuance, no Underlying Shares may be voted for such approval.

Section 5.11 Shareholder Rights Plan. The Company shall not adopt a shareholder rights plan, “poison pill” or any other similar plan or arrangement will result in a “flip-in event,” “a triggering event” or for a Person to be deemed an “Acquiring Person” (as such terms are customarily defined in rights plans) solely by reason of (i) the issuance by the Company to the Purchasers of Underlying Shares in accordance with the terms of the Transaction Documents or (ii) the Purchasers’ ownership of the Purchased Shares, the Warrants and the Underlying Shares.

ARTICLE VI

INDEMNIFICATION

Section 6.01 Indemnification by the Company. The Company agrees to indemnify each Purchaser, its Representatives and its Affiliates (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Company contained herein (other than the representations or warranties set forth in Sections 3.01, 3.02, 3.10 or 3.14) to be true and correct in all material respects as of the date made (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct), (b) the failure of any of the representations or warranties made by the Company contained in Sections 3.01, 3.02, 3.10 or 3.14 to be true and correct in all respects as of the date made or (c) the breach of any covenants of the Company contained herein, provided that, in the case of the immediately preceding clause (a), such claim for indemnification is made prior to the expiration of the survival period of such representation or warranty as set forth in Section 6.03; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Company shall constitute the date upon which such claim has been made. No Purchaser Related Party shall be entitled to recover (i) any exemplary, punitive or speculative damages under this Agreement or (ii) any special, indirect, consequential, incidental damages or lost profits under this Agreement, except (x) in the case of clause (ii), to the extent any such damages or lost profits would otherwise be recoverable under Texas law in an action for breach of contract or (y) in the case of clause (i) or clause (ii), any such damages or lost profits arising from a breach of this Agreement that are payable in respect of Third Party Claims.

Section 6.02 Indemnification By the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Company, its Representatives and its Affiliates (collectively,

“Company Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by such Purchaser contained herein (other than the representations or warranties made by such Purchaser contained in Sections 4.01, 4.02 or 4.04) to be true and correct in all material respects as of the date made, (b) the representations or warranties made by Purchaser contained in Sections 4.01, 4.02 or 4.04 to be true and correct in all respects or (c) the breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty as set forth in Section 6.03; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchasers shall not be greater in amount than the sum of such Purchaser’s Funding Obligation plus any distributions paid to such Purchaser with respect to the Purchased Shares. No Company Related Party shall be entitled to recover (i) any exemplary, punitive or speculative damages under this Agreement or (ii) any special, indirect, consequential, incidental damages or lost profits under this Agreement, except (x) in the case of clause (ii), to the extent any such damages or lost profits would otherwise be recoverable under Texas law in an action for breach of contract or (y) in the case of clause (i) or clause (ii), any such damages or lost profits arising from a breach of this Agreement that are payable in respect of Third Party Claims.

Section 6.03 Survival of Provisions. The representations and warranties set forth in Sections 3.01, 3.02, 3.10, 3.14, 4.01, 4.02 and 4.04 shall survive the execution and delivery of this Agreement indefinitely and the other representations and warranties contained in this Agreement shall survive for a period of 12 months following the Closing Date, regardless of any investigation made by or on behalf of the Company or the Purchasers. The covenants made in this Agreement or any other Transaction Document shall survive the Closing and remain operative and in full force and effect regardless of acceptance of any of the Purchased Shares and the Warrants and payment therefor and repayment, conversion or repurchase thereof. Regardless of any purported general termination of this Agreement, the provisions of Article VI and all indemnification rights and obligations of the Company and the Purchasers thereunder, and Article VIII shall remain operative and in full force and effect as between the Company and each Purchaser, unless the Company and the applicable Purchaser execute a writing that expressly (with specific references to the applicable Section or subsection of this Agreement) terminates such rights and obligations as between the Company and such Purchaser.

Section 6.04 Indemnification Procedure. Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third

person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such Third-Party Claim or the commencement of such action, suit or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified Third- Party Claim without the consent of the Indemnified Party (which consent shall not be unreasonably delayed), unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. The remedies provided for in this Article VI are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

ARTICLE VII

TERMINATION

Section 7.01 Termination. Subject to Section 6.04, this Agreement will survive the Closing so long as any shares of Preferred Stock are outstanding or Section 5.03 or Section 5.05 remain applicable. Prior to the Closing, this Agreement may only be terminated:

(a) by mutual written agreement of the Company and the Purchasers representing a majority of the Purchased Shares;

(b) by the Company or the Purchasers representing a majority of the Preferred Stock with respect to itself or themselves, as applicable, upon written notice to the other party in the event that the Closing shall not have occurred on or before October 28, 2017; provided, however that the right to terminate this Agreement pursuant to this Section 7.01(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(c) by either the Company or the Purchasers representing a majority of the Purchased Shares if a United States court of competent jurisdiction shall permanently enjoin the consummation of the Purchase and such injunction shall be final and non-appealable;

(d) without any action by any party, if the Acquisition Agreement is terminated in accordance with its terms at any time prior to the Closing;

(e) by notice given by the Company to the Purchasers if there have been one or more inaccuracies in or breaches of one or more representations, warranties, covenants or agreements made by the Purchasers in this Agreement such that the conditions in Section 2.04(c)(i) or Section 2.04(c)(ii) would not be satisfied and which have not been cured by the Purchasers thirty (30) days after receipt by the Purchasers of written notice from the Company requesting such inaccuracies or breaches to be cured; or

(f) by notice given by the Purchasers representing a majority of the Purchased Shares to the Company, if there have been one or more inaccuracies in or breaches of one or more representations, warranties, covenants or agreements made by the Company in this Agreement such that the conditions in Section 2.04(b)(i) or Section 2.04(b)(ii) would not be satisfied and which have not been cured by the Company within thirty (30) days after receipt by the Company of written notice from the Purchasers requesting such inaccuracies or breaches to be cured.

Section 7.02 Certain Effects of Termination. In the event that this Agreement is terminated pursuant to Section 7.01, no party (or any of its Affiliates) shall have any liability or obligation to the other party (or any of its Affiliates) under or in respect of this Agreement, except (a) to the extent of any liability arising from any breach by such party of its obligations of this Agreement arising prior to such termination, (b) to the extent of any fraud or intentional or willful breach of this Agreement and (c) pursuant to Section 7.03. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, in each case, except (x) as set forth in the preceding sentence and (y) that this ARTICLE VII and Article VIII shall survive the termination of this Agreement.

Section 7.03 Partial Refund of Commitment Fee. In the event that this Agreement is terminated prior to the Closing pursuant to Section 7.01(e), the Purchasers shall reimburse to the Company, within five Business Days after the date of termination, an amount in cash by wire transfer of immediately available funds to the account or accounts designated by the Company, equal to the commitment fee paid by the Company pursuant to Section 8.01.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Commitment Fee. As soon as reasonably practicable, but (i) if the execution of this Agreement occurs before normal business hours on a Business Day, in no event later 12:00 P.M. central standard time on such Business Day and (ii) if the execution of this Agreement occurs on a day that is not a Business Day or after normal business hours on a Business Day, in no event later than 12:00 P.M. central standard time on the Business Day following execution of this Agreement, the Company shall pay to GSO a commitment fee equal to $5,000,000, by wire transfer of immediately available funds to the account or accounts designated by GSO, subject to refund pursuant to Section 7.03.

Section 8.02 Interpretation. Article, Section, Schedule and Exhibit references in this Agreement are references to the corresponding Article, Section, Schedule or Exhibit to this Agreement, unless otherwise specified. All Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever the Company has an obligation under the Transaction Documents, the expense of complying with that obligation shall be an expense of the Company unless otherwise specified. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by a Purchaser, such action shall be in such Purchaser’s sole discretion, unless otherwise specified in this Agreement. If any provision in the Transaction Documents is held to be illegal, invalid, not binding or unenforceable, (a) such provision shall be fully severable and the Transaction Documents shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of the Transaction Documents, and the remaining provisions shall remain in full force and effect, and (b) the parties hereto shall negotiate in good faith to modify the Transaction Documents so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof’ and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

Section 8.03 No Waiver: Modifications in Writing.

(a) Delay. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

(b) Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of any Transaction Document shall be effective unless signed by each of the parties thereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification of or to any provision of any Transaction Document, any waiver of any provision of any Transaction Document and any consent to any departure by the Company from the terms of any provision of any Transaction Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. Any investigation by or on behalf of any party shall not be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein.

Section 8.04 Binding Effect. This Agreement shall be binding upon the Company, each of the Purchasers and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 8.05 Non-Disclosure.

(a) Notwithstanding the foregoing, this Agreement shall not impact the terms and provisions of the Confidentiality Agreement. The Confidentiality Agreement shall continue to be in full force and effect, pursuant to the terms and conditions thereof.

(b) Other than filings made by the Company with the Commission, the Company and any of its Representatives shall disclose the identity of, or any other information concerning, the Purchasers or any of their respective Affiliates only after providing the Purchasers a reasonable opportunity to review and comment on such disclosure (with such comments being incorporated or reflected, to the extent reasonable, in any such disclosure); provided, however, that nothing in this Section 8.05 shall delay any required filing or other disclosure with the Commission, NASDAQ or any Governmental Authority or otherwise hinder the CRZO Entities’ or their Representatives’ ability to timely comply with all laws or rules and regulations of the Commission, NASDAQ or other Governmental Authority. The Company may without restriction make any subsequent disclosure substantially consistent with any prior disclosure that was not made in violation of the terms hereof.

Section 8.06 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or by telecopy, electronic mail or

facsimile, upon confirmation of receipt (it being understood that the parties agree to provide confirmation of receipt immediately upon the receipt of any notice by telecopy, electronic mail or facsimile), (b) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. The Purchasers agree that any notice required or permitted by this Agreement or under the Organizational Documents of the Company (including the Statement of Resolutions), the Texas Business Organizations Code or other applicable law may be given to the Purchaser at the address or by means of electronic transmission set forth below. The Purchasers further agree to notify the Company of any change to the Purchasers’ electronic mail addresses, and further agrees that the provision of such notice to the Company shall constitute the consent of the Purchasers to receive notice at such electronic mail address. In the event that the Company is unable to deliver notice to the Purchasers at the electronic mail address so provided by the Purchasers, the Purchasers shall, within two business days after a request by the Company, provide the Company with a valid electronic mail address to which the Purchasers consent to receive notice at such electronic mail address. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.


		(a) If to any of the Purchasers, to the addresses set forth on Schedule A, with copies to (which shall not constitute notice):
		c/o GSO Capital Partners LP 1111 Bagby Street, #2050 Houston, Texas 77002 Attention: Robert Horn Email: *@* and c/o GSO Capital Partners LP 345 Park Avenue, 31st Floor New York, New York 10154 Email: *@* *@*
		and Kirkland & Ellis LLP 600 Travis Street, Suite 3300 Houston, Texas 77002 Attention: John D. Pitts, P.C. Doug Bacon, P.C. Kimberly Hicks Email: *@* *@* *@*


		(b) If to the Company:
		Carrizo Oil & Gas, Inc. 500 Dallas Street, Suite 2300 Houston, Texas 77002 Attention: Law Department Email: *@*
		With a copy to (which shall not constitute notice):
		Baker Botts L.L.P. 910 Louisiana Street Houston, TX 77002 Attention: Gene Oshman Facsimile: 713 ###-###-#### Email: *@*

or to such other address as the Company or the Purchasers may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the overnight courier copy, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 8.07 Entire Agreement. This Agreement, the other Transaction Documents, and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or the other Transaction Documents with respect to the rights granted by the Company or any of its Affiliates or the Purchasers or any of their respective Affiliates set forth herein or therein. This Agreement, the other Transaction Documents, the Statement of Resolutions and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 8.08 Assignment. Prior to the Closing, no Purchaser may assign its rights to purchase the Purchased Shares or Warrants under this Agreement, including by means of any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, any of the economic consequences of ownership of any Purchased Shares or Warrants. On and following the Closing, assignments may only be made in compliance with the transfer restrictions in the Transaction Documents. Notwithstanding the foregoing, each Purchaser may assign its rights and obligations under this Agreement without the prior approval of any other party to this

Agreement to any fund or account managed, advised or sub-advised by GSO or any of its Affiliates; provided that any such assignment shall not relieve such Purchaser of any of its obligations hereunder.

Section 8.09 Governing Law: Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of Texas without regard to principles of conflicts of laws which would result in the application of the law of any other jurisdiction. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 8.10 No Recourse Against Others.

(a) All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and are expressly limited to) the Purchasers. No Person other than the Company or the Purchasers, including no member, partner, stockholder, Affiliate or Representative thereof, nor any member, partner, stockholder, Affiliate or Representative of any of the foregoing, or the GSO Representative, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach; and, to the maximum extent permitted by Law, each of the Company and the Purchasers hereby waives and releases all such liabilities, claims, causes of action and obligations against any such third Person.

(b) Without limiting the foregoing, to the maximum extent permitted by Law, (i) each of the Company and the Purchasers hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of the other or otherwise impose liability of the other on any third Person, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise; and (ii) each of the Company and the Purchasers disclaims any reliance upon any third Person with respect to the performance of this Agreement or any representation or warranty made in, in connection with or as an inducement to this Agreement.

Section 8.11 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Company, the Purchasers and, for purposes of Section 8.10 only, any member, partner, stockholder, Affiliate or Representative of the Company or the Purchasers, or any member, partner, stockholder, Affiliate or Representative of any of the foregoing, or the GSO Representative) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.12 Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS CONTROLLED AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 8.13 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Section 8.14 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement and the transactions contemplated by the Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, without the necessity of posting bond or other undertaking, the parties shall be entitled to specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity, and in the event that any action or suit is brought in equity to enforce the provisions of this Agreement, no party will allege, and each party hereby waives the defense or counterclaim, that there is an adequate remedy at law.

Section 8.15 Voting; Confidentiality. From and after the Closing, each Purchaser agrees to comply with its respective voting obligations set forth under Section 8(i) of the Statement of Resolutions and confidentiality obligations under Section 12(j) of the Statement of Resolutions.

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Each of the undersigned has caused this Agreement to be duly executed as of the date first above written.


COMPANY:

CARRIZO OIL & GAS, INC.

By:		/s/ S. P. Johnson IV

Name:		S. P. “Chip” Johnson IV
Title:		President and Chief Executive Officer