Exhibit 4.1


 


SECOND AMENDED AND
RESTATED

REGISTRATION RIGHTS AGREEMENT


 


This Second Amended and Restated Registration Rights Agreement (this “Agreement”)
is made and entered into as of September 21, 2005, by and among STROUD
ENERGY, INC., a Delaware corporation (the “Company”), and the parties listed on
the signature pages hereto (each, an “Owner” and collectively, the “Owners”);


 


RECITALS


 


The Company, the Owners and certain other parties are parties to the
Combination Agreement, dated as of August 1, 2005 (the “Combination
Agreement”), pursuant to which the Owners have agreed to exchange their
ownership interests in various entities for common stock of the Company (the “Combination”).


 


In connection with the Combination, the Owners will receive shares of common
stock of the Company.


 


In connection with the Combination Agreement, the parties hereto
entered into an Amended and Restated Registration Rights Agreement, dated as of
September 19, 2005 (the “Original Agreement”), which set forth the terms
on which the Company agreed to register the common stock received by the Owners
in the Combination.


 


The parties desire to amend and restate the Original Agreement to
clarify certain issues.


 


Capitalized terms not defined herein have the meaning given to them in
the Combination Agreement.


 


NOW, THEREFORE, in consideration of the premises and the mutual terms,
covenants and conditions herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree that this Agreement supersedes and
replaces the Original Agreement in its entirety, and further agree as follows:


 


The Company and the Owners covenant and agree as follows:


 


1.             Definitions.  For purposes of this Agreement:


 


(a)           The term “Best Efforts” means a Person’s reasonable best
efforts in accordance with reasonable commercial practice and without the incurrence
of unreasonable expense.


 


(b)           The term “Commission” means the Securities and Exchange
Commission.


 


(c)           The term “Expenses” means all expenses incident to the
Company’s performance of or compliance with Section 2.1, including,
without limitation, all registration, filing and National Association of
Securities Dealers fees, all fees and expenses of complying with securities or
blue sky laws, all word processing, duplicating and printing expenses,
messenger and delivery expenses, the fees and disbursements of counsel for the
Company and of


 


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its independent
public accountants, including the expenses of any special audits or “cold
comfort” letters required by or incident to such performance and compliance,
premiums and other costs of policies of insurance against liabilities arising
out of the public offering of the Registrable Securities being registered and
any fees and disbursements of underwriters customarily paid by issuers or
sellers of securities.


 


(d)           The term “Person” means an individual, partnership,
corporation, limited liability company, trust or unincorporated organization,
or government or agency or political subdivision thereof.


 


(e)           The terms “register,” “registered” and “registration” refer
to a registration of securities effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act (as defined
below), and the declaration or ordering of effectiveness of such registration
statement or document.


 


(f)            The term “Registrable Securities”
means the shares of common stock of the Company received by the Owners pursuant
to the Combination Agreement.  As to any
Registrable Security, once issued such security shall cease to be a Registrable
Security (i) when such Registrable Security shall have been disposed in
the private offering which the Company has engaged Raymond James &
Associates, Inc. to conduct (the “Private Offering”) or shall have been
effectively registered under the Securities Act and disposed of in a public market
transaction pursuant to a registration statement, (ii) when such
Registrable Security shall have been sold pursuant to Rule 144 (or any
successor provision) under the Securities Act, (iii) when such Registrable
Security shall have been otherwise transferred and a new certificate for such
Registrable Security not bearing a legend restricting further transfer shall
have been delivered by the Company, (iv) with respect to a particular
Owner, at any time when all of such Owner’s remaining Registrable Securities
can be sold in a single transaction in compliance with Rule 144 under the
Securities Act, (v) on the second anniversary of the original issuance
date of such Registrable Security, provided that the Owner of such Registrable
Security is not an affiliate of the Company as of such date, and has not been
an affiliate of the Company for a period of three months preceding such date,
or (vi) when such Registrable Security shall have ceased to be
outstanding.


 


(g)           The term “Requisite Threshold” means any owner or owners of
an aggregate of at least 15% of all Registrable Securities outstanding
immediately following the closing pursuant to the Combination Agreement and
prior to the closing of the Private Offering.


 


(h)           The term “Securities Act” means the Securities Act of 1933,
as amended, and the term “Exchange Act” means the Securities Exchange Act of
1934, as amended.


 


2.             Registration.


 


2.1           Registration
on Request.  


 


(a)           From time to time after six (6) months from the date of
effectiveness of the registration statement filed to register the shares of
common stock of the Company purchased in the Company’s Private Offering, upon
the written request of the Requisite Threshold that the Company effect the
registration under the Securities Act of the Registrable Securities held by the


 


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requesting party or
parties that such party or parties desire to register and specifying the intended
method of disposition thereof and whether or not such requested registration is
to be an underwritten offering, the parties hereto agree as follows:


 


(i)            the Company must
effect such a registration only if such Requisite Threshold requests
registration for collectively at least 300,000 Registrable Shares;


 


(ii)           the Company will
promptly give written notice of such requested registration to all other owners
of Registrable Securities, if any; and


 


(iii)          promptly after the
performance of any obligations imposed under clause (i) of this Section 2.1(a),
and subject to the limitations set forth in Section 2.1(c) and Section 3,
the Company will use its Best Efforts to effect the registration under the
Securities Act of the Registrable Securities that the Company has been
requested to register by the Requisite Threshold and the other owners of
Registrable Securities by written request given to the Company within 30 days
after the receipt of such written notice by the Company and to qualify the
securities subject to such registration under the securities laws of such
states as the Requisite Threshold shall reasonably request, all to the extent
required to permit the disposition (in accordance with the intended methods
thereof as specified in such written notice) of the Registrable Securities to
be registered and cause such registration to remain effective for a period of
not less than 180 days following its effective date or such shorter period as
shall terminate when all Registrable Securities covered by such registration
statement have been sold.  The Company
shall not be required to qualify the securities subject to such registration in
any jurisdiction where, as a result thereof, the Company would become subject
to general service of process or to taxation or to qualification to do business
as a foreign corporation doing business in such jurisdiction solely as a result
of such qualification.


 


(b)           Registration Statement Form.  Subject to Section 2.1(c), registrations
under this Section 2.1 shall be on such appropriate registration form of
the Commission as shall be reasonably selected by the Company and reasonably
acceptable to the Requisite Threshold and as shall permit the disposition of
such Registrable Securities in accordance with the intended method or methods
of disposition specified in the request for such registration.


 


(c)           Limitations with respect to Requested Registrations.


 


(i)            Until such time as the
Company becomes eligible to use Form S-3 for a registration under the
Securities Act of any of its securities, the Company shall have no obligation
to take or continue any action to effect a requested registration under this Section 2.1
after the Company has effected two registrations that are requested pursuant to
this Section 2.1.  After such time
as the Company becomes eligible to use Form S-3 for a registration under
the Securities Act of any of its securities, the Company shall have no
obligation to take or continue any action to effect a requested registration
under this Section 2.1 after the Company has effected five registrations
that are requested pursuant to this Section 2.1, less the number of
registrations that were effected prior to such date.  A registration requested pursuant to this Section 2.1
shall not be deemed to have been effected (1) unless a registration
statement with respect thereto has been declared effective, (2) if after a
registration statement has become effective, such registration is terminated by
any stop order, injunction or other order or requirement of the Commission or
other governmental agency or court, or (3) if the registration is in
connection


 


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with an underwritten offering and if the
conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such registration are not satisfied,
other than as a result of the voluntary termination of such offering by the
Requisite Threshold.


 


(ii)           The Company shall have
no obligation to take or continue any action to effect more than one
registration requested under this Section 2.1 in any period of six
consecutive months.


 


(iii)          Notwithstanding the
foregoing, if the Company shall furnish, to the Owners requesting a
registration pursuant to this Section 2.1, a certificate signed by the Chief
Executive Officer of the Company stating that, in the good faith judgment of
the Board of Directors of the Company, a postponement would be in the best
interests of the Company and its shareholders due to a pending transaction,
investigation or other event, then the Company shall have the right to defer
such filing for a period of not more than 90 days following receipt of the
request (made pursuant to Section 2.1(a) hereof) of the Requisite
Threshold; provided, however, that the Company may not utilize this right more
than once in any twelve month period.


 


(d)           Selection of Underwriters.  If a requested registration pursuant to this Section 2.1
involves an underwritten offering, the underwriter or underwriters thereof
shall be selected by the Company and reasonably acceptable to the Requisite
Threshold.


 


(e)           Priority in Requested
Registrations.  If a requested registration pursuant to this Section 2.1
involves an underwritten offering, and the managing underwriter(s) shall advise
the Company that, in its opinion, the number of securities requested to be
included in such registration exceeds the number that can be sold in such
offering within a price range acceptable to the Requisite Threshold, the
Company will include in such registration the number of Registrable Securities
that the Company is so advised can be sold in such offering, pro-rata among the
Registrable Securities requested to be included in such registration.


 


2.2           Incidental
Registration.


 


(a)           Right to Include Registrable
Securities.  If the Company at any time proposes to
register any of its securities under the Securities Act in an offering of its
securities for cash (other than (i) in connection with a registration of
any employee benefit, retirement or similar plan, or (ii) with respect to
a Rule 145 transaction), it will each such time give prompt written notice
to all owners of Registrable Securities of its intention to do so and of such owners’
rights under this Section 2.2.  Upon
the written request of any such owner made within 30 days after the receipt of
any such notice (which request shall specify the Registrable Securities
intended to be disposed of by such owner and the intended method of disposition
thereof), the Company will use its best efforts to effect the registration
under the Securities Act of all Registrable Securities which the Company has
been so requested to register by the owners thereof, to the extent required to
permit the disposition (in accordance with the intended methods thereof as
aforesaid) of the Registrable Securities so to be registered, provided that if,
at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any
reason not to register or to delay registration of such securities, the Company
may, at its election, give written notice of such determination to each owner
of Registrable Securities and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its


 


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obligation to
register any Registrable Securities in connection with such registration (but
not from its obligation to pay the Expenses in connection therewith), without
prejudice, however, to the rights of any owners of Registrable Securities
entitled to do so to request that such registration be effected as a
registration under Section 2.1, and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities, for the same period as the delay in registering such
other securities.  No registration
effected under this Section 2.2 shall be deemed to have been effected
pursuant to Section 2.1 or shall relieve the Company of its obligation to
effect any registration upon request under Section 2.1.  The Company will pay all Expenses in
connection with each registration of Registrable Securities requested pursuant
to this Section 2.2 except that underwriting discounts and commissions and
stock transfer taxes shall be allocated among all Persons on whose behalf
securities of the Company are included in such registration, on the basis of
the respective amounts of the securities then being registered on their behalf.


 


(b)           Priority in Incidental
Registrations.  If a requested registration pursuant to this Section 2.2
involves an underwritten offering, and the managing underwriter(s) shall advise
the Company that, in its opinion, the number of securities requested to be included
in such registration exceeds the number that can be sold in such offering
within a price range acceptable to the Company, the Company will include in
such registration first all securities proposed by the Company to be sold for
its own account, and second, the number of Registrable Securities that the
Company is so advised can be sold in such offering, pro-rata among the
Registrable Securities requested to be included in such registration; provided
that, until the termination of the obligation described in Section 5(a) hereof,
the securities of the purchasers in the Private Offering that are requested to
be included in the first underwritten offering will be included prior to any
Registrable Securities; and, provided further, that after termination of the
obligation described in Section 5(a) hereof, the Registrable
Securities and the securities of the purchasers in the Private Offering that
are requested to be included in such first registration shall be included,
after securities proposed by the Company to be sold for its own account, on an
equal basis pro rata among all such securities requested to be included
(whether Registrable Securities or securities of purchasers in the Private
Offering).


 


2.3           Termination
of Registration Rights.  The Owners
will have no rights to request registration under this Section 2 after ten
years from the date of the closing of the Combination.


 


3.             Registration
Procedures.


 


(a)           The Company will use its Best Efforts to furnish to each Owner
requesting registration pursuant to this Agreement a copy of the requisite
registration statement, each amendment and supplement to such registration
statement and a reasonable number of copies of the prospectus included in such
registration statement (including each preliminary prospectus), as each such Owner
may reasonably request in order to facilitate such Owner’s disposition of its
securities covered by such registration statement.


 


(b)           The Company will use its Best Efforts to notify the Owners
requesting registration pursuant to this Agreement, at any time when a
prospectus relating to the requisite registration statement is required to be
delivered under the Securities Act (within the period that the Company is
required to keep such registration statement effective), of the happening of
any event as a result of which the prospectus included in the requisite
registration statement (as then


 


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in effect) contains
an untrue statement of a material fact or omits to state any material fact required
to be stated in the prospectus or that is necessary to make the statements in
the prospectus, in light of the circumstances then existing, not
misleading.  The Company will prepare
(and, as soon as reasonably practicable, file) a supplement or amendment to
that prospectus so that, as thereafter delivered to the purchasers of those
securities covered by such registration statement, that prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated in the prospectus or that is necessary to make the
statements in the prospectus, in light of the circumstances then existing, not
misleading.  However, if the Board of Directors
of the Company determines in its good faith judgment that filing any supplement
or amendment to such registration statement to keep such registration statement
available for use by such Owners for resales of the securities covered by such
registration statement would require the Company to disclose material
information that the Company has a bona fide business purpose for preserving as
confidential, then, upon the Company’s notice to each Owner (the “Suspension
Notice”), the Company’s obligation to supplement or amend such registration
statement will be suspended.  That suspension
will remain in effect until the Company notifies such Owners in writing that
the reasons for suspending those obligations no longer exist and the Company
amends or supplements such registration statement as may be required.  The Company does not have the right to delay
filing any supplement or amendment for more than 90 consecutive days from
giving the Suspension Notice, and in no event may such right be exercised by
the Company for an aggregate of more than 180 days during a period of 12
consecutive months.  As soon as an Owner
receives a Suspension Notice from the Company under this Section 3(a),
that Owner will immediately discontinue disposing of securities covered by such
registration statement until that Owner receives copies of the supplemented or
amended prospectus referred to in this Section 3(a).  At the Company’s request, each Owner will
deliver to the Company all copies of the prospectus covering such securities
current at the time of that request.


 


(c)           After receiving notice of any stop order issued or
threatened by the Commission with respect to the requisite registration
statement, the Company will use its Best Efforts to (i) advise the Owners
and (ii) take all actions required to prevent the Commission from entering
that stop order or and to remove it if it has been entered.


 


(d)           The Company will use its Best Efforts to cause all
securities included in the requisite registration statement to be listed, by
the date of the first sale of such securities pursuant to such registration
statement, on the principal securities exchange that the Company’s common stock
is then listed on.


 


(e)           Each Owner will sell its Registrable Securities registered
in accordance with Section 2 in compliance the prospectus delivery requirements
under the Securities Act.


 


(f)            The Company may require the Owners
to furnish to the Company information regarding the Owners and the distribution
of the securities covered by the requisite registration statement as the
Company may from time to time request in writing.  Each Owner will (i) notify the Company
as promptly as practicable of any inaccuracy or change in information that Owner
previously furnished to the Company or of the occurrence of any event that
would cause any prospectus relating to such securities to (A) contain an
untrue statement of a material fact regarding that Owner or its resale of such
securities or (B) omit to state any material fact regarding that Owner or
its resale of such securities required to be stated in that


 


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prospectus or
necessary to make the statements in that prospectus not misleading in light of
the circumstances then existing and (ii) promptly furnish to the Company
any additional information so that the prospectus will not contain, with respect
to that Owner or its distribution of such securities, an untrue statement of a
material fact or omit to state a material fact required to be stated in it or
necessary to make the statements in that prospectus, in light of the
circumstances then existing, not misleading.


 


4.             Expenses.  The Company will bear all the Expenses in
connection with any registration statement under this Agreement, other than
transfer taxes payable on the sale of shares, the fees and expenses of counsel
to the Owners and fees, underwriter discounts and commissions of brokers,
dealers and underwriters.


 


5.             Market-Standoff
Agreement.


 


(a)           Initial Market-Standoff Period;
Agreement.  For a period continuing until 180 days after
the effective date of the registration statement filed to register the shares
of common stock of the Company purchased in the Private Offering, each Owner
agrees not to, without the prior written consent of the Company and Raymond
James & Associates, Inc. (“Raymond James”),


 


(i)            offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant for the sale of, lend
or otherwise dispose of or transfer, directly or indirectly, any equity
securities of the Company or any securities convertible into or exercisable or
exchangeable for equity securities of the Company; or


 


(ii)           enter into any swap or
other arrangement that transfers, in whole or in part, directly or indirectly,
any of the economic consequences of ownership of any equity securities of the
Company,


 


whether any such
transaction above is to be settled by delivery of shares of the Company’s
common stock or such other securities, in cash or otherwise.  Notwithstanding the prior sentence, subject
to applicable securities laws and the restrictions contained in the Company’s
charter, parties to the agreements may transfer the Company’s securities:  (A) pursuant to the exercise and
issuance of options; (B) as a bona fide gift or gifts, provided that the
donees agree to be bound by the same restrictions; (C) to any trust for
the direct or indirect benefit of the stockholder or the immediate family of
the stockholder, provided that the trustee agrees to be bound by the same
restrictions; and (D) as a distribution to its stockholders, partners or
members, provided that such stockholders, partners or members agree to be bound
by the same restrictions.  Each Owner
agrees to execute an agreement reflecting the foregoing as may be requested by Raymond
James at the time of the Company’s follow-on offering. Raymond James is an
intended third party beneficiary of this Section 5 and shall have the
right, power and authority to enforce the provisions of this Section 5 as
though it were a party hereto.


 


(b)           Market-Standoff Following First
Company Registration Statement.  Following the
market stand-off period noted above and in connection with the Company’s first
underwritten offering (in which Registrable Securities could be included in
accordance with Section 2.2), for a period of 60 days following the
effective date of the registration statement for


 


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such offering, each
Owner agrees to be subject to the restrictions, obligations and third-party
beneficiary rights described in Section 5(a) above as to securities of
such Owner not covered by such registration statement, unless he, she or it
receives the prior written consent of Raymond James.


 


(c)           Limitations.  The obligations described in Section 5(a) shall
not apply to a registration relating solely to employee benefit plans, or to a
registration relating solely to a transaction pursuant to Rule 145 under
the Securities Act.


 


(d)           Stop-Transfer Instructions.  In order to enforce the foregoing covenants,
the Company may impose stop-transfer instructions with respect to the
Registrable Securities of each Owner.


 


(e)           Transferees Bound.  Each Owner agrees that it will not transfer
securities of the Company unless each transferee agrees in writing to be bound
by all of the provisions of this Section 5.


 


6.             Indemnification.  In the event any Registrable Securities are
included in a registration statement under this Agreement:


 


(a)           To the extent permitted by law, the Company will indemnify
and hold harmless the Owner, the officers and directors of the Owner and each
other Person, if any, who controls the Owner within the meaning of Section 15
of the Securities Act, against any losses, claims, damages, liabilities or
expenses, joint or several, to which any such Person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in any registration statement under which such
Registrable Securities were registered under the Securities Act pursuant
hereto, or any post-effective amendment thereof, or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (ii) any
untrue statement or alleged untrue statement of a material fact contained in
any preliminary prospectus, if used prior to the effective date of the
registration statement and not corrected in the final prospectus, or contained
in the final prospectus (as amended or supplemented, if the Company shall have
filed with the Commission any amendment thereof or supplement thereto), or the
omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading; and will
reimburse any such Person for any legal or other expenses reasonably incurred
by such Person in connection with investigating or defending any such loss,
claim, damage, liability or expense; provided, however, that the indemnity
agreement contained in this Section 6(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or expense if
such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld); and provided further that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or expense arises out of or is based upon any such untrue statement
or omission or alleged untrue statement or omission which has been made in said
registration statement, preliminary prospectus, prospectus or amendment or
supplement or omitted therefrom in reliance upon and in conformity with
information furnished in writing to the Company by the Owner specifically for
use in the preparation thereof.


 


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(b)           To the extent permitted by law, the Owner will indemnify and
hold harmless the (i) Company, (ii) each of the directors of the
Company, (iii) each of the Company’s officers who has signed the
registration statement and (iv) each Person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act against any
losses, claims, damages, liabilities or expenses, joint or several, to which
the Company or any such Person, may become subject under the Securities Act or
otherwise, and will reimburse the Company or any such Person for any legal or
other expenses reasonably incurred by the Company or such Person in connection
with investigating or defending any such loss, claim, damage, liability or
expense, but only insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission of a material
fact referred to in clause (i) or (ii) of Section 6(a), in each
case to the extent (and only to the extent) that such untrue statement or
omission or alleged untrue statement or omission was made in reliance upon and
in conformity with information furnished in writing by or on behalf of the Owner
specifically for use in connection with such registration.


 


(c)           Promptly after receipt by an indemnified party under this Section 6
of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party under this Section 6, notify the
indemnifying party in writing of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent the
indemnifying party so desires, to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to so notify an indemnifying party within a reasonable
time of the commencement of any such action, if prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 6, but the omission so to notify
the indemnifying party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Section 6.


 


(d)           If the indemnification provided for in this Section 6
is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to herein, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and indemnified party
in connection with the actions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations.  The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action.  The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the other limitations
set forth in this Section 6, any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or


 


9





















 


proceeding.  The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 6(c) were
determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations described above.  No Person who commits a fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who has not committed
such fraudulent misrepresentation.


 


7.             Reports Under
Exchange Act.  With a view to making
available to the Owner the benefits of Rule 144 and Rule 145 under
the Securities Act and any other rule or regulation of the Commission that
may at any time permit the Owner to sell securities of the Company to the
public without registration, the Company agrees to:


 


(a)           file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act, and the rules and regulations adopted by the Commission
thereunder; and


 


(b)           furnish to the Owner such information as may be reasonably
requested in availing the Owner of any rule or regulation of the
Commission that permits the sale of any securities without registration.


 


8.             Assignment of
Registration Rights.  This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors and assigns.  In addition, and whether or not any express
assignment shall have been made, the provisions of this Agreement which are for
the benefit of the parties hereto other than the Company shall also be for the
benefit of and enforceable by any subsequent holder of any Registrable
Securities, subject to the provisions respecting the minimum percentages of
shares of Registrable Securities required in order to be entitled to certain
rights, or take certain actions, contained herein.


 


9.             Condition to the
Obligation of the Parties.  The
effectiveness of this Agreement and the respective obligations of each party to
effect the transactions contemplated by this Agreement shall be subject to the
fulfillment of the condition that the Combination shall have been consummated
in accordance with the terms of the Combination Agreement.


 


10.           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing and shall be deemed to have
been duly given or made if delivered by (i) personal delivery, (b) expedited
delivery service or (c) certified or registered mail, postage
prepaid.  Any such notice shall be deemed
given upon its receipt at the following address:


 


(a)           If to an Owner, initially at such Owner’s address as set
forth in the books of the Company, and thereafter at such other address, notice
of which is given to the Company in accordance with this Section 10; and


 


10





















 


(b)           If to the Company, initially at


 


Stroud Energy, Inc.


210 West Sixth Street


Suite 500


Fort Worth, Texas 76102


Attention: Chief Executive Officer


 


and thereafter at such
other address, notice of which is given in accordance with this Section 10.


 


11.           Counterparts.  This Agreement may be executed in two or more
counterparts, all of which will be considered one and the same agreement and
will become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.


 


12.           Entire Agreement.  This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter of this
Agreement.  No provision of this
Agreement will be construed as the basis for any liability of the Company in
connection with the Combination Agreement or any of the transactions
contemplated thereby (other than the registration of the Registrable Securities
pursuant to this Agreement).


 


13.           Governing Law;
Jurisdiction.  THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW REQUIRING THE APPLICATION OF
THE LAW OF ANOTHER STATE.  EACH OF THE
COMPANY AND THE OWNERS HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND OF
THE UNITED STATES OF AMERICA LOCATED IN TEXAS, FOR ANY LITIGATION ARISING OUT
OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND
AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS),
WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE TEXAS
COURTS AND AGREES NOT TO PLEAD OR CLAIM THAT SUCH LITIGATION BROUGHT THEREIN
HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM.


 


14.           Amendments and
Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof (which may be generally or in a
particular instance and either retroactively or prospectively) may not be
given, except pursuant to a writing signed by the Company and the owners of at
least a majority of the Registrable Securities.


 


[Signature page follows]


 


11





















 


IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Agreement as of the date first above written.


 


	
  Company:

  	
  STROUD ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. Noyes

  
	
   

  	
   

  	
        Patrick J. Noyes, President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Owners:

  	
  /s/ Bruce F. Braden

  
	
   

  	
  Bruce F. Braden

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Christopher A. Wright

  
	
   

  	
  Christopher A. Wright

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Elizabeth S. Wright

  
	
   

  	
  Elizabeth S. Wright

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert S. Colman

  
	
   

  	
  Robert S. Colman, Trustee, Edwin W. Colman

  Children’s Trust FBO Robert S. Colman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Daniel I. Kemper

  
	
   

  	
  Daniel I. Kemper, Trustee, Daniel I. Kemper Living

  Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Rockwell A. Schnabel

  
	
   

  	
  Rockwell A. Schnabel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Patrick J. Noyes

  
	
   

  	
  Patrick J. Noyes

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOYES FAMILY PARTNERSHIP,

  
	
   

  	
  a Texas partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. Noyes

  
	
   

  	
   

  	
  Patrick J. Noyes, Partner

  
				



 


12





















 


	
   

  	
  /s/ Edward H. Schweitzer

  
	
   

  	
  Edward H. Schweitzer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gregory P. Smith

  
	
   

  	
  Gregory P. Smith

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Christopher L. Hammack

  
	
   

  	
  Christopher L. Hammack

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gregory D. Frazier

  
	
   

  	
  Gregory D. Frazier

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Stephen M. Clark

  
	
   

  	
  Stephen M. Clark

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ G. Christopher Veeder

  
	
   

  	
  G. Christopher Veeder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert S. Colman

  
	
   

  	
  Robert S. Colman, Trustee of the Robert S. Colman

  Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENCAP ENERGY CAPITAL FUND IV,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EnCap Equity Fund IV GP, L.P., General

  Partner of EnCap Energy Capital Fund IV,

  L.P.

  
	
   

  	
  By:

  	
  EnCap Investments L.P., General Partner of

  EnCap Equity Fund IV GP, L.P.

  
	
   

  	
  By:

  	
  EnCap Investments GP, L.L.C., General

  Partner of EnCap Investments L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Miller

  
	
   

  	
   

  	
  David B. Miller, Senior Managing Director

  



 


13





















 


	
   

  	
  ENCAP IV-B ACQUISITIONS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  EnCap IV-B Acquisitions GP, LLC, General Partner of EnCap IV-B
  Acquisitions, L.P.

  
	
   

  	
  By:

  	
  EnCap Energy Capital Fund IV-B, L.P., Sole Member of EnCap IV-B
  Acquisitions GP, LLC

  
	
   

  	
  By:

  	
  EnCap Equity Fund IV GP, L.P., General Partner of EnCap Energy
  Capital Fund IV-B, L.P.

  
	
   

  	
  By:

  	
  EnCap Investments L.P., General Partner of EnCap Equity Fund IV GP,
  L.P.

  
	
   

  	
  By:

  	
  EnCap Investments GP, L.L.C., General Partner of EnCap Investments
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Miller

  
	
   

  	
   

  	
  David B. Miller, Senior Managing Director

  



 


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