Exhibit
10.6


 


AMENDMENT TO


COMBINATION AGREEMENT


 


This Amendment to Combination Agreement (this
“Amendment”) is entered into as of September 19,
2005, by and among Stroud Oil Properties, Inc., an Oklahoma corporation (“SOP”), all the shareholders of SOP
as listed on the signature page to this Agreement, Stroud Energy
Management, Ltd., a Texas limited partnership (“Management”),
all the limited partners of Management as listed on the signature page to
this Agreement, Stroud Energy, Ltd., a Texas limited partnership (“Stroud Ltd.”), all the limited
partners of Stroud Ltd. as listed on the signature page to this Agreement,
and Stroud Energy, Inc., a Delaware corporation (“Newco”).  The shareholders (and limited partners after
the merger described below) of SOP and the limited partners of Management and
Stroud Ltd. (other than SOP) are collectively referred to as the “Owners”.


 


RECITALS


 


The parties hereto entered into that certain Combination
Agreement dated as of August 1, 2005 (the “Original
Agreement”), pursuant to which the Owners agreed to exchange
their ownership interests in SOP, Management and Stroud Ltd. for stock in Newco
through the series of transactions contemplated therein.


 


The parties desire to amend the Original
Agreement to specify (i) the number of shares to be issued to each Owner
in exchange for the transfers that take place pursuant to the Original
Agreement and (ii) the number of shares to be sold by certain of the
Owners in the Private Offering.


 


Now, therefore, in consideration of the premises
and the mutual covenants and agreements contained herein and in the Original
Agreement, and intending to be legally bound hereby, the parties agree as
follows:


 


Section 1                Definitions.  Capitalized terms used and not otherwise
defined in this Amendment shall have the definitions given them in the Original
Agreement.  From and after the date
hereof, all references to the “Agreement” in the Original Agreement shall mean
the Original Agreement as amended by this Amendment.


 


Section 2                Amendment of Section 1.3.  Section 1.3 of the Original Agreement is
hereby amended and restated to read in its entirety as follows:


 


“Section 1.3           Receipt of Stock in Newco.  The parties hereto acknowledge that the
transactions described in this Agreement constitute “Capital Transactions” and
the proceeds thereof constitute “Capital Proceeds” as defined in Stroud Ltd.’s
Partnership Agreement.  In exchange for
the transfers described above, Newco will issue the number of shares of Newco
common stock to each Owner set forth beside such Owner’s name on Schedule II
attached hereto; provided, however, that the Reserved Class B Interests
that were to be issued to members of management under Management’s Partnership
Agreement, but have


 


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not been specifically allocated, will become reserved shares (the “Unallocated Class B Interest Shares”)
retained by Newco for future issuance in accordance with the Stroud Energy, Inc.
2005 Restricted Stock Plan (the “Newco Restricted Stock
Plan”) and, independent of the calculation referred to above,
shall be fixed in number at 226,608 shares. 
The Unallocated Class B Interest Shares would otherwise have been
issued to Owners of SOP by virtue of SOP’s ownership of Class B
Partnership Interests in Management as of the Closing.  Shares of Newco common stock issued in
exchange for the Class B Partnership Interests in Management that were
granted to management employees in May 2005 and that are subject to
forfeiture restrictions as of the Closing shall be issued pursuant to the Newco
Restricted Stock Plan and such shares of Newco common stock shall be subject to
the same forfeiture restrictions as were in effect with respect to such Class B
Partnership Interests prior to the Closing. 
Shares of Newco common stock issued in exchange for Class B
Partnership Interests in Management that were issued to management employees
prior to May 2005 shall not be subject to forfeiture and shall be fully
vested.”


 


Section 3                Addition of Section 1.13.  The Original Agreement is hereby amended to
add a new Section 1.13 to read in its entirety as follows:


 


“Section 1.13         Selling Shareholders.  As part of the Private Offering, each
Owner listed on Schedule III attached hereto will offer and sell,
first, the number of shares of Newco common stock set forth beside such Owner’s
name under the heading “Base Amount Shares,” and, second, pursuant to exercise
of an option to cover additional allotments, the number of shares of Newco
common stock set forth beside such Owner’s name under the heading “Additional
Allotment Shares.”


 


Section 4                Amendments to Schedules.  Schedule II to the Original
Agreement is hereby amended and restated to read in its entirety as set forth
on Schedule II attached to this Amendment.  The Original Agreement is hereby amended to
add a new Schedule III to read in its entirety as set forth on Schedule III
attached to this Amendment.


 


Section 5                Ratification.  The Original Agreement is hereby ratified and
confirmed and shall remain and continue in full force and effect in accordance
with the terms and provisions thereof, as amended by this Amendment, and in the
event of any conflict between the Original Agreement and this Amendment, then
the terms and conditions of this Amendment shall prevail.


 


Section 6                Counterparts.  This Amendment may be executed in multiple
counterparts, each, and together all, of which shall be deemed an original.


 


Section 7                Joinder of Spouses.  The spouses of each individual Owner are
joining in the execution of this Amendment to acknowledgment its existence and
its provisions, and to evidence the desire to bind their interests in the
ownership interests transferred under the Original Agreement, if any, to the
performance of this Amendment.


 


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[The remainder of this page is
intentionally left blank.]


 


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IN WITNESS WHEREOF, this
Amendment has been duly executed by the parties hereto as of the date first
above written.


 


	
  SOP:

  	
  STROUD OIL PROPERTIES, INC.,

  
	
   

  	
  an
  Oklahoma corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. Noyes

  	
   

  
	
   

  	
   

  	
  Patrick
  J. Noyes, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MANAGEMENT:

  	
  STROUD ENERGY MANAGEMENT, LTD.,

  
	
   

  	
  a
  Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Stroud Oil
  Properties, Inc., an Oklahoma

  corporation, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. Noyes

  	
   

  
	
   

  	
   

  	
  Patrick
  J. Noyes, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STROUD LTD.:

  	
  STROUD ENERGY, LTD.,

  
	
   

  	
  a
  Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Stroud Energy Management,
  Ltd.,

  
	
   

  	
   

  	
  a Texas limited
  partnership,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Stroud
  Oil Properties, Inc.,

  
	
   

  	
   

  	
   

  	
  an
  Oklahoma corporation,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Patrick J. Noyes

  	
   

  
	
   

  	
   

  	
   

  	
  Patrick
  J. Noyes, President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STROUD ENERGY, INC.,

  
	
  NEWCO:

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. Noyes

  	
   

  
	
   

  	
   

  	
  Patrick
  J. Noyes, President

  



 


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  OWNERS OF SOP:

  	
  /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 of the Robert

  S. Colman Trust u/d/t 3/18/85

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /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/ Marna Schnabel

  	
   

  
	
   

  	
  Spouse
  of Rockwell A. Schnabel, joining

  for the limited purposes set forth in

  Section 7

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Patrick J. Noyes

  	
   

  
	
   

  	
  Patrick
  J. Noyes

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Cindy Noyes

  	
   

  
	
   

  	
  Spouse
  of Patrick J. Noyes, joining for

  the limited purposes set forth in Section 7

  	
   

  



 


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  /s/ Edward H. Schweitzer

  	
   

  
	
   

  	
  Edward
  H. Schweitzer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Chris A. Schweitzer

  	
   

  
	
   

  	
  Spouse
  of Edward H. Schweitzer, joining

  for the limited purposes set forth in

  Section 7

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OWNERS OF MANAGEMENT:

  	
  /s/ Greogy P. Smith

  	
   

  
	
   

  	
  Gregory
  P. Smith

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Linda K. Smith

  	
   

  
	
   

  	
  Spouse
  of Gregory P. Smith, joining for

  the limited purposes set forth in Section 7

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Patrick J. Noyes

  	
   

  
	
   

  	
  Patrick
  J. Noyes

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Cindy Noyes

  	
   

  
	
   

  	
  Spouse
  of Patrick J. Noyes, joining for

  the limited purposes set forth in Section 7

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOYES FAMILY PARTNERSHIP,

  	
   

  
	
   

  	
  a
  Texas partnership

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Patrick J. Noyes

  	
   

  
	
   

  	
   

  	
   Patrick
  J. Noyes, Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Christopher L. Hammack

  	
   

  
	
   

  	
  Christopher
  L. Hammack

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Gregory D. Frazier

  	
   

  
	
   

  	
  Gregory
  D. Frazier

  	
   

  



 


S-3





















 


	
   

  	
  /s/ Stephen M. Clark

  	
   

  
	
   

  	
  Stephen
  M. Clark

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Connie S. Clark

  	
   

  
	
   

  	
  Spouse
  of Stephen M. Clark, joining for

  the limited purposes set forth in Section 7

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ G. Christopher Veeder

  	
   

  
	
   

  	
  G.
  Christopher Veeder

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Priscilla Veeder

  	
   

  
	
   

  	
  Spouse
  of G. Christopher Veeder, joining

  for the limited purposes set forth in

  Section 7

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OWNERS OF STROUD LTD.:

  	
  STROUD OIL PROPERTIES, INC.,

  	
   

  
	
   

  	
  an
  Oklahoma corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. Noyes

  	
   

  
	
   

  	
   

  	
  Patrick
  J. Noyes, President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Bruce F. Braden

  	
   

  
	
   

  	
  Bruce
  F. Braden

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Robert S. Colman

  	
   

  
	
   

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

  	
   

  
	
   

  	
  Trust
  u/d/t 3/18/85

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Christopher A. Wright

  	
   

  
	
   

  	
  Christopher
  A. Wright

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Elizabeth S. Wright

  	
   

  
	
   

  	
  Elizabeth
  S. Wright

  	
   

  
					



 


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  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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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