Carrizo Audit Committee charter

CARRIZO OIL & GAS, INC.Audit Committee CharterPurposeThe Audit Committee of the Board of Directors (the “Committee”) is appointed by the Board tooversee the accounting and financial reporting processes and audits of the financial statements ofthe Company and to assist the Board in monitoring (i) the integrity of the Company’s financialstatements, (ii) the performance of the Company’s internal audit function and independent auditors,(iii) the independence and qualifications of the firm of independent public auditors hired to auditthe Company’s financial statements (the “independent auditors”), and (iv) the compliance by theCompany with legal and regulatory requirements.Membership and MeetingsThe Committee shall consist of not less than three directors, each of whom shall serve at thediscretion of the Board. The Committee’s composition shall meet the independence andexperience requirements of the Nasdaq Stock Market, Inc. (“Nasdaq”), Section 10A(m)(3) of theSecurities Exchange Act of 1934 (the “Exchange Act”), and applicable rules and regulations of theCommission, subject to an exception for purposes of the Nasdaq rules for one member to the extentallowed by Nasdaq rule 4350(d)(2)(B)(i). Each member shall be able to read and understandfundamental financial statements, and at least one shall have past employment experiencein finance or accounting, requisite professional certification in accounting, or other comparableexperience or background which ...