EX-10.1


 Exhibit 10.1 

REGISTRATION RIGHTS AGREEMENT 

by and among 
 SANDRIDGE
ENERGY, INC. 
 and 

THE HOLDERS PARTY HERETO 

Dated as of October 4, 2016 
  






 TABLE OF CONTENTS 

 
  

 

							
	 	 	 	  	PAGE	 
	 1.
	 	 Definitions
	  	 	1	  
			
	 2.
	 	 Demand Registration
	  	 	6	  
			
	 3.
	 	 Shelf Registration
	  	 	7	  
			
	 4.
	 	 Piggyback Registration
	  	 	9	  
			
	 5.
	 	 Suspensions; Withdrawals
	  	 	10	  
			
	 6.
	 	 Company Undertakings
	  	 	12	  
			
	 7.
	 	 Holder Undertakings
	  	 	17	  
			
	 8.
	 	 Registration Expenses
	  	 	19	  
			
	 9.
	 	 Hedging Transactions
	  	 	19	  
			
	 10.
	 	 Lock-Up Agreements
	  	 	20	  
			
	 11.
	 	 Indemnification; Contribution
	  	 	21	  
			
	 12.
	 	 Transfer of Registration Rights
	  	 	24	  
			
	 13.
	 	 Amendment, Modification and Waivers; Further Assurances
	  	 	25	  
			
	 14.
	 	 Miscellaneous
	  	 	25	  

  

			
		
	 Annex A
	  	Plan of Distribution
	 Annex B
	  	Form of Joinder Agreement


  
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 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 4, 2016 by and among SandRidge Energy, Inc., a
Delaware corporation (the “Company”), and the Consenting Second Lien Holders (as defined in the Plan) party hereto pursuant to the Plan of Reorganization (the “Plan”) of the Company and certain of its subsidiaries
and affiliates under Chapter 11 of Title 11 of the United States Code approved by the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). Capitalized terms used but not otherwise defined
herein are defined in Section 1 hereof. 
 RECITALS: 

WHEREAS, the Company proposes to issue the New Common Stock, New Convertible Debt and New Warrants pursuant to, and upon the terms set forth
in, the Plan to the Consenting Second Lien Holders party hereto; and 
 WHEREAS, this Agreement was contemplated by the Plan and approved by
the Bankruptcy Court, and the Company is thus required to provide to the Consenting Second Lien Holders certain arrangements with respect to registration of the Registrable Securities (as defined in Section 1) under the Securities Act. 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and each of the Holders (as defined in Section 1) hereby agree as follows: 

 

	 	1.	Definitions. 

 (a) As used herein, the following terms have the following meanings: 

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common
control with such Person; provided that funds or accounts managed, advised or sub-advised by any Holder shall also be considered Affiliates of such Holder. 

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405
(or any successor rule then in effect) promulgated under the Securities Act. 
 “beneficially owned”, “beneficial
ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 and 13d-5 (or any successor rule then in effect) promulgated under the Exchange Act, except that in calculating the beneficial ownership of any
Holder, such Holder shall be deemed to have beneficial ownership of all securities that such Holder has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The
calculation of beneficial ownership for a Holder shall also include funds or accounts managed, advised or sub-advised by any Holder. 






 “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by applicable law or executive order to close. 
 “Capital
Stock” means with respect to a corporation, any and all shares, interests or equivalents in capital stock of such corporation (whether voting or nonvoting and whether common or preferred) and any and all warrants, rights (including
conversion and exchange rights) and options to purchase any such shares, interests or equivalents (including convertible debt). 

“Commission” means the United States Securities and Exchange Commission or any successor governmental agency. 

“control” (including the terms “controlling,” “controlled by” and “under common control with”)
means, unless otherwise noted, 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 shares, by contract, or otherwise. 

“Counsel to the Holders” means the one law firm or other legal counsel to the Holders, which counsel shall be Davis
Polk & Wardwell LLP, or such other counsel selected (i) in the case of a Demand Registration, Shelf Registration or Shelf Takedown, by the Holders of a majority of the Registrable Securities initially requesting such Demand
Registration, Shelf Registration or Shelf Takedown; and (ii) in the case of a Piggyback Registration, the Holders of a majority of the Registrable Securities included in such Piggyback Registration. 

“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval System of the Commission. 

“Effective Date” has the meaning assigned to such term in the Plan. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“FINRA” means the Financial Industry Regulatory Authority or any successor regulatory authority. 

“Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 promulgated under the
Securities Act. 
 “Hedging Counterparty” means a broker dealer registered under Section 15(b) of the Exchange Act or
an Affiliate thereof. 
 “Hedging Transaction” means any transaction involving a security linked to a Registrable Security
or any security that would be deemed to be a “derivative security” (as defined in Rule 16a-1(c) promulgated under the Exchange Act) with respect to any of the Registrable Securities or any transaction (even if not a security) which would
(were it a security) be considered such a derivative security, or which transfers some or all of the economic risk of ownership of any of the Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent
position, collar, non-recourse loan, sale of an exchangeable security or similar transaction. For the avoidance of doubt, the following transactions shall be deemed to be Hedging Transactions: 

(i) transactions by a Holder in which a Hedging Counterparty engages in short sales of Registrable Securities pursuant to a
prospectus and may use Registrable Securities to close out its short position; 

  
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 (ii) transactions pursuant to which a Holder sells short Registrable Securities
pursuant to a prospectus and delivers Registrable Securities to close out its short position; 
 (iii) transactions by a
Holder in which the Holder delivers, in a transaction exempt from registration under the Securities Act, Registrable Securities to the Hedging Counterparty who will then publicly resell or otherwise transfer such Registrable Securities pursuant to a
prospectus or an exemption from registration under the Securities Act; and 
 (iv) a loan or pledge of Registrable Securities
to a Hedging Counterparty who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares, in each case, in a public transaction pursuant to a prospectus. 

“Holder” means (i) any Consenting Second Lien Holder that beneficially owns Registrable Securities and is a party to
this Agreement or (ii) any other party to any Joinder, in each case, that, together with its Affiliates, beneficially owns Registrable Securities. 

“Issuer Free Writing Prospectus” means an issuer free writing prospectus as defined in Rule 433 under the Securities Act.

 “Joinder” a joinder agreement in the form of Annex B executed and delivered to the Company pursuant to Section 12
hereof. 
 “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations,
results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole. 

“National Securities Exchange” means any exchange registered as a U.S. national securities exchange in accordance with the
provisions of Section 19 of the Exchange Act (or any successor provisions then in effect). 
 “New Common Stock” means
the shares of common stock, par value $0.001 per share, of the Company issued on or after the Effective Date. 
 “New Convertible
Debt” means the Senior Subordinated Convertible Notes due 2020 to be issued pursuant to the Plan and a certain indenture among the Company, certain guarantors party thereto and Wilmington Trust, National Association, as Trustee, as of the
date hereof. 
 “New Warrants” means the warrants to purchase New Common Stock being issued to certain Persons pursuant to
the Plan and that certain Warrant Agreement entered into between the Company and American Stock Transfer & Trust Company, LLC, as Warrant Agent, as of the date hereof. 

  
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 “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof or any other entity. 

“Public Offering” means any sale or distribution to the public of Capital Stock of the Company pursuant to an offering
registered under the Securities Act, whether by the Company, by Holders and/or by any other holders of the Company’s Capital Stock. 

“Prospectus” means the prospectus used in connection with a Registration Statement. 

“Registrable Securities” means at any time New Common Stock or other Capital Stock of the Company (including New Common Stock
issuable upon conversion of the New Convertible Debt and New Common Stock issuable upon exercise of the New Warrants) held or beneficially owned by any Holder, including (i) any New Common Stock issued pursuant to the Plan or upon the
conversion, exercise or exchange, as applicable, of any other securities and/or interests issued pursuant to the Plan; (ii) any shares of New Common Stock acquired in the open market or otherwise purchased or acquired by the Holder after the
Effective Date and (iii) any shares of New Common Stock issued by way of dividend, distribution, split or combination of securities or any recapitalization, merger, consolidation or other reorganization; provided, however, that as
to any Registrable Securities, such securities shall irrevocably cease to constitute Registrable Securities upon the earliest to occur of: (A) the date on which such securities have been disposed of pursuant to an effective registration
statement under the Securities Act; (B) the date on which such securities have been disposed of pursuant to Rule 144; (C) the date on which such securities have been transferred to any Person, other than a Holder or a Person pursuant to
Section 12 hereof; and (D) the date on which such securities cease to be outstanding. For purposes of determining the number or a percentage of Registrable Securities in this Agreement, the number or percentage of Registrable Securities shall
be determined based on a fully diluted common stock equivalent basis (assuming the conversion of all New Convertible Debt and the exercise of all New Warrants). 

“Registration Statement” means any registration statement filed hereunder or in connection with a Piggyback Registration.

 “Required Holders” means Holders who collectively have beneficial ownership of at least 10% of the New Common Stock
originally issued under the Plan, calculated on a fully diluted common stock equivalent basis (assuming the conversion of all New Convertible Debt and the exercise of all New Warrants). 

“Rule 144” means Rule 144 promulgated under the Securities Act (or any successor rule then in effect). 

“Rule 144A” means Rule 144A promulgated under the Securities Act (or any successor rule then in effect). 

  
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 “Securities Act” means the Securities Act of 1933, as amended from time to time.

 “Shelf Registration” means a registration of securities pursuant to a Registration Statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect). 
 “Shelf
Takedown” means an Underwritten Shelf Takedown or another Public Offering pursuant to a Shelf Registration. 
 “Well-Known
Seasoned Issuer” means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act (or any successor rule then in effect) and which (i) is a “well-known seasoned issuer” under
paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to register a primary offering of its securities relying on General
Instruction I.B.1 of Form S-3 or Form F-3 under the Securities Act. 
 (b) Each of the following terms is defined in the Section set forth
opposite such term: 
  

			
	 Term
	  	 Section

	Bought Deal	  	3(c)
	Company	  	Recitals
	Company Demand Registration Notice	  	2(b)
	Company Shelf Registration Notice	  	3(a)
	Company Shelf Takedown Notice	  	3(c)
	Demand Registration Notice	  	2(b)
	Demand Shelf Takedown Notice	  	3(c)
	Determination Date	  	3(g)
	Due Diligence Information	  	6(a)(x)
	End of Suspension Notice	  	5(b)
	Form S-1 Shelf	  	3(a)
	Form S-3 Shelf	  	3(a)
	Lock-Up Agreement	  	10(a)
	Long-Form Registration	  	2(a)
	Losses	  	11(a)
	Opt-In Election	  	7(e)
	Opt-Out Election	  	7(e)
	Permitted Free Writing Prospectus	  	7(a)
	Piggyback Registration	  	4(a)
	Plan	  	Recitals
	Required Effective Period	  	6(a)(iii)
	road show	  	11(a)
	Shelf Registration Statement	  	3(a)
	Short-Form Registration	  	2(a)
	Suspension Event	  	5(b)
	Suspension Notice	  	5(b)
	Underwritten Shelf Takedown	  	3(c)
	Withdrawal Request	  	5(d)


  
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	 	2.	Demand Registration. 

 (a) Requests for Registration. The Required Holders may
request registration under the Securities Act of all or any portion of the Registrable Securities held by such Required Holder(s) (A) on Form S-1 (or any successor form then in effect) (a “Long-Form Registration”) or
(B) on Form S-3 or any similar short-form registration (a “Short-Form Registration”), if available (any registration under this Section 2(a), a “Demand Registration”); provided that the Company will not
be required to take any action pursuant to this Section 2(a) of this Agreement if within the 180 calendar day period preceding the date of a Demand Registration Notice: (i) the Company effected a Demand Registration or a Piggyback Registration,
(ii) such Required Holders received notice of such Demand Registration or Piggyback Registration and (iii) such Required Holders were able to register and sell pursuant to such Demand Registration or Piggyback Registration at least 60% and
60%, respectively, of the Registrable Securities requested to be included therein either at the time of the effectiveness thereof or within 90 calendar days thereafter. 

(b) Demand Registration Notices. All requests for Demand Registrations shall be made by giving written notice to the Company (the
“Demand Registration Notice”). Each Demand Registration Notice shall specify (i) whether such Demand Registration shall be an underwritten Public Offering and (ii) the approximate number of Registrable Securities proposed
to be sold in the Demand Registration. The Company shall promptly give written notice (a “Company Demand Registration Notice”) of the filing of a Registration Statement pursuant to this Section 2 to all of the Holders within five
(5) Business Days after such filing, and, subject to the provisions of Section 2(d) below, shall include in such Demand Registration all Registrable Securities with respect to which the Company has received written requests for inclusion
therein within 10 Business Days after the date of the Company Demand Registration Notice. 
 (c) Short-Form Registrations. Demand
Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form registration statement under the rules and regulations of the Securities Act, unless the underwriters, in their reasonable discretion,
determine that the use of a Long-Form Registration is necessary in order for the successful offering of such Registrable Securities. Promptly after the Company has become eligible to use Form S-3 under the Securities Act, the Company shall use
commercially reasonable efforts to make Short-Form Registrations on Form S-3 (or any successor form) available for the resale of Registrable Securities on a continuous or delayed basis. 

(d) Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the Holders of a majority of the Registrable Securities requested to be included in the Demand Registration, provided that the Company may include in such Demand Registration shares of its
Capital Stock for sale for its own account, subject to the priority provision described below. If the Demand Registration is an underwritten Public Offering and the managing underwriters for such Demand Registration advise the Company and applicable
Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, 

  
 6 







 
other securities requested to be included in such Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the
marketability, proposed offering price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Demand Registration, timing or method of distribution of the offering, the Company shall include in
such Demand Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration,
allocated pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder; (ii) second, securities offered by the Company; and (iii) third, other
securities requested to be included in such Demand Registration to the extent permitted hereunder. 
 (e) Selection of Underwriters.
The Holders of a majority of the Registrable Securities initially requesting a Demand Registration which is an underwritten Public Offering shall have the right to select the managing underwriters to administer the Public Offering (which shall
consist of one or more reputable nationally recognized investment banks). 
 (f) Effective Demand Registration. A registration shall
not constitute a Demand Registration unless: 
 (i) it has been declared effective by the Commission and remains continuously effective for
the Required Effective Period (as defined below); 
 (ii) if after such Demand Registration has become effective and prior to all of the
Registrable Securities registered in such Demand Registration being sold, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or
requirement of the Commission or other governmental agency or court for any reason not attributable to the Holders requesting the Demand Registration and such interference is not eliminated within forty-five (45) days thereafter; or 

(iii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not
satisfied or waived, other than by reason of a failure on the part of the Holders. 
  

	 	3.	Shelf Registration. 

 (a) Requests for Shelf Registration. The Required Holders
may request that the Company file a Registration Statement for a Shelf Registration on Form S-1 covering the resale of the Registrable Securities on a delayed or continuous basis (a “Form S-1 Shelf”) or, if available, on Form S-3 (a
“Form S-3 Shelf” and, together with a Form S-1 Shelf, a “Shelf Registration Statement”) and specify the approximate number of Registrable Securities to be included in such Shelf Registration Statement. The Company
shall give written notice (a “Company Shelf Registration Notice”) of the filing of the Shelf Registration Statement within 5 Business Days of such filing to all Holders of Registrable Securities and shall include in such Shelf
Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days of the date of the 

  
 7 







 
Company Shelf Registration Notice. The Shelf Registration Statement shall be effective for a period ending on the earlier of (i) the date on which all Registrable Securities included in such
registration have been sold; (ii) the date on which all such securities cease to be Registrable Securities or (iii) the maximum length permitted by the Commission. The Company shall maintain the Shelf Registration Statement in accordance
with the terms hereof. 
 (b) Conversion to Form S-3. The Company shall use commercially reasonable efforts to convert any Form S-1
Shelf to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3. 
 (c) Requests for
Underwritten Shelf Takedowns. At any time and from time to time after the Shelf Registration Statement has been declared effective by the Commission, the Required Holders may request to sell all or any portion of their Registrable Securities in
an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”) provided that the net proceeds to be received by Holders in connection with such Public
Offering will be reasonably expected to exceed $20 million. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice
shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt of any Demand Shelf Takedown Notice, the Company shall give written notice of such
requested Underwritten Shelf Takedown to all other Holders which have Registrable Securities included on such Shelf Registration (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section 3(d) below, shall
include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company Shelf Takedown Notice. 

(d) Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback
Registration any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities requested to be included in such Underwritten Shelf Takedown, provided that the
Company may include in such Demand Registration shares of its Capital Stock for sale for its own account, subject to the priority provision described below. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the
Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds
the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders of a majority of the Registrable Securities requested to be
included in such Underwritten Shelf Takedown, timing or method of distribution of the offering, the Company shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of
priority: (i) first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown allocated pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable
Securities owned by each such Holder; (ii) second, securities offered by the Company; and (iii) third, other securities requested to be included in such Underwritten Shelf Takedown to the extent permitted hereunder. 

  
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 (e) Restrictions on Underwritten Shelf Takedowns. The Company shall not be obligated to
effect more than two Underwritten Shelf Takedowns during any period of 12 consecutive months and shall not be obligated to effect an Underwritten Shelf Takedown within 60 days after the pricing of a previous Underwritten Shelf Takedown. 

(f) Selection of Underwriters. The Holders of a majority of the Registrable Securities initially requesting an Underwritten Shelf
Takedown shall have the right to select the managing underwriters to administer the Public Offering (which shall consist of one or more reputable nationally recognized investment banks). 

(g) Automatic Shelf Registration. Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give
written notice to all of the Holders as promptly as reasonably practicable, and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (ii) the Company shall, as promptly as
practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use commercially reasonable efforts to file such Automatic Shelf
Registration Statement as promptly as practicable, but in no event later than 30 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer
any Registrable Securities. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as practicable thereafter. At any time after the filing of an Automatic Shelf Registration
Statement by the Company, if the Company is no longer a Well-Known Seasoned Issuer (the “Determination Date”), the Company shall (A) as promptly as practicable, but in no event more than 20 calendar days after such
Determination Date, give written notice thereof to all of the Holders and (B) within 30 calendar days after such Determination Date, file a Registration Statement on an appropriate form (or a post-effective amendment converting the Automatic
Shelf Registration Statement to an appropriate form) covering all of the Registrable Securities, and use commercially reasonable efforts to have such Registration Statement declared effective as promptly as reasonably practicable after the date the
Automatic Shelf Registration Statement is no longer useable by the Holders to sell their Registrable Securities. 
  

	 	4.	Piggyback Registration. 

 (a) Right to Piggyback. Whenever the Company proposes to
file a Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to a Public Offering of any class of the Company’s Capital Stock (other than a Demand Registration or registrations on Form S-8 or Form S-4, a
“Piggyback Registration”), the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Registration and (i) in the case of a Piggyback Registration that is a
Shelf Takedown, such notice shall be given not less than (A) in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), two (2) Business Days;
or (B) otherwise, five (5) Business Days, in each case under this clause (i), prior to the expected date of commencement of marketing efforts for such Shelf Takedown; or (ii) in the case of any other Piggyback Registration, such
notice shall be given not less than five (5) Business Days after the public filing of such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Registration, as applicable, all
Registrable 

  
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Securities with respect to which the Company has received written requests for inclusion therein within (x) in the case of a Bought Deal, two (2) Business Days; (y) in the case any
other Shelf Takedown, three (3) Business Days; or (z) otherwise, ten (10) Business Days, in each case after the date of the Company’s notice; provided that the Company may not commence marketing efforts for such Public
Offering until after such periods and the inclusion of all such securities requested subject to Section 4(b). 
 (b) Priority on
Piggyback Registrations. For any Piggyback Registration that includes an underwritten Public Offering and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities requested to be included
in such Piggyback Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders of a majority of the
Registrable Securities requested to be included in such Piggyback Registration, timing or method of distribution of the offering, the Company shall include in such Demand Registration the number of Registrable Securities which can be sold without
such adverse effect in the following order of priority: (i) first, if the Piggyback Registration includes a primary offering of Company securities for the Company’s own account, the securities offered by the Company thereby;
(ii) second, the Registrable Securities requested to be included in such Piggyback Registration by the Holders allocated pro rata among the Holders on the basis of the number of Registrable Securities owned by each Holder; and
(iii) third, other securities requested to be included in such Piggyback Registration, if any. 
 (c) Selection of
Underwriters. For any Piggyback Registration that includes an underwritten Public Offering, the Company will have the sole right to select the underwriters for the Public Offering, each of which shall be a nationally recognized investment bank,
reasonably acceptable to the Holders of a majority of Registrable Securities, if any, to be included in such Public Offering, which approval shall not be unreasonably withheld or delayed. 

 

	 	5.	Suspensions; Withdrawals 

 (a) Suspensions. The Company may postpone, for up to 60
days from the date of the Demand Registration Notice, the filing or the effectiveness of a Registration Statement for a Demand Registration or suspend the use of a Prospectus that is part of a Shelf Registration for up to 60 days from the date of
the Suspension Notice (as defined below) and therefore suspend sales of Registrable Securities included therein by providing written notice to the Holders if the Company shall have furnished to the Holders a certificate signed by the Chief Executive
Officer (or other authorized officer) of the Company stating that the Company’s Board of Directors has determined in its reasonable good faith judgment that the offer or sale of Registrable Securities should be suspended; provided that
the Company may not invoke a delay pursuant to this Section 5(a) more than twice or for more than sixty (60) days in the aggregate, in each case, in any twelve (12) month period. The Company may invoke this Section 5(a) only if the
Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to: (i) have a material adverse effect on
any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization,
reorganization or other transaction involving the Company or any of its subsidiaries; or (ii) require premature disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential. 


  
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 (b) In the case of an event that causes the Company to suspend the use of a Registration
Statement as set forth in Section 5(a) or 6(a)(vi)(A) (a “Suspension Event”), the Company shall give a notice to the Holders of Registrable Securities included in such Registration Statement (a “Suspension Notice”)
to suspend sales of the Registrable Securities and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Company shall not include any material non-public information in
the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such
filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such
filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Counsel to the Holders, if any, promptly
following the conclusion of any Suspension Event. 
 (c) Time Extension. Notwithstanding any provision herein to the contrary, if the
Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 5, the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of
any supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such
Registration Statement. 
 (d) Withdrawal Requests. At any time prior to the effective date of a Registration Statement, the Required
Holders may withdraw such demand or request for registration (“Withdrawal Request”) by providing written notice of such withdrawal to the Company. A Withdrawal Request shall count as one of the permitted Demand Registrations
hereunder unless: (i) such withdrawal arose out of the fault of the Company; (ii) in the reasonable judgment of the Required Holders, a Material Adverse Effect has occurred; (iii) a Suspension Notice was delivered to the Holders; or
(iv) the managing underwriters advise that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2(d) by more than 25% of the Registrable Securities to be included in such Registration Statement. The
Company shall pay all Registration Expenses in connection with any Registration Statement subject to a Withdrawal Request. Any Holder may withdraw its request for inclusion of Registrable Securities in a Registration Statement by giving written
notice to the Company of its intention to remove its Registrable Securities from such Registration Statement within two Business Days before the earlier of (i) the expected date of the commencement of marketing efforts for the Public Offering
in connection with such Registration Statement or (ii) the effectiveness of the Registration Statement. 

  
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	 	6.	Company Undertakings. 

 (a) Whenever Registrable Securities are registered pursuant to
this Agreement, the Company shall use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities as soon as reasonably practicable in accordance with the intended method of disposition thereof, and
pursuant thereto the Company shall as promptly as reasonably practicable: 
 (i) prepare and file with the Commission a Registration
Statement with regard to such Registrable Securities as soon as reasonably practicable but not later than 60 days of its receipt of an applicable notice from the Required Holders (unless the Registration Statement would be required pursuant to the
rules and regulations of the Securities Act to include any audited or unaudited consolidated or pro forma financial statements that are not then currently available, in which case, promptly after such financial statements are available) and use
commercially reasonable efforts to cause such Registration Statement to become effective as soon thereafter as is reasonably practicable; 

(ii) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the Holders whose Registrable
Securities are requested to be included in the Registration Statement copies of all such documents, other than exhibits, documents that are incorporated by reference and such documents that are otherwise publicly available on EDGAR, proposed to be
filed and such other documents reasonably requested by such Holders and provide Counsel to the Holders with a reasonable opportunity to review and comment on such documents of no less than three (3) Business Days; 

(iii) notify each Holder of the effectiveness of each Registration Statement and prepare and file with the Commission such amendments and
supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a period of not less than (A) 90 days in the case of a Demand Registration that is not a Shelf Registration or (B) in the case
of a Shelf Registration, until the date on which all Registrable Securities have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities or the maximum length permitted by the Commission (or, in each case,
if sooner, until all Registrable Securities have been sold under such Registration Statement), and comply with the provisions of the Securities Act (including by preparing and filing with the Commission any Prospectus or supplement to be used in
connection therewith) with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the Holders as set forth in such Registration Statement (each
such period as applicable, the “Required Effective Period”); 
 (iv) furnish to each seller of Registrable Securities, and
the managing underwriters, without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus, final
Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any Issuer Free Writing Prospectus)), all exhibits and other documents filed therewith and such
other documents as such seller or such managing underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller, and upon request, a copy of any and all transmittal letters or other
correspondence to or received from, the Commission or any other governmental authority relating to such offer; 

  
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 (v) (A) to register or qualify such Registrable Securities under such other securities or blue
sky laws of such jurisdictions as any seller reasonably requests in writing, (B) keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and (C) to do any and all other acts and
things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to
(x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process
in any such jurisdiction); 
 (vi) notify each seller of such Registrable Securities, the managing underwriters and Counsel to the Holders
(A) at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act, (1) upon discovery that, or upon the happening of any event as a result of which, such Registration
Statement, or the Prospectus or Issuer Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any
material fact necessary to make the statements in the Registration Statement or the Prospectus or Issuer Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement,
Prospectus, Issuer Free Writing Prospectus or document, and, at the request of any such seller, the Company shall promptly prepare a supplement or amendment to such Prospectus or Issuer Free Writing Prospectus, furnish a reasonable number of copies
of such supplement or amendment to each seller of such Registrable Securities, Counsel to the Holders and the managing underwriters and file such supplement or amendment with the Commission so that, as thereafter delivered to the purchasers of such
Registrable Securities, such Prospectus or Issuer Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading,
(2) as soon as the Company becomes aware of any comments or inquiries by the Commission or any requests by the Commission or any Federal or state governmental authority for amendments or supplements to a Registration Statement or related
Prospectus or Issuer Free Writing Prospectus covering Registrable Securities or for additional information relating thereto, (3) as soon as the Company becomes aware of the issuance or threatened issuance by the Commission of any stop order
suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities or (4) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (B) when each Registration Statement or any amendment thereto has been filed with the
Commission and when each Registration Statement or the related Prospectus or Issuer Free Writing Prospectus or any Prospectus supplement or any post-effective amendment thereto has become effective; 

(vii) use commercially reasonable efforts to cause all such Registrable Securities (A) if the New Common Stock is then listed on a
National Securities Exchange or included for quotation in a recognized trading market, to continue to be so listed or included, (B)

  
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if the Registrable Securities are to be distributed in an underwritten Public Offering and the New Common Stock is not then listed on a National Securities Exchange or included for quotation in a
recognized trading market, to, as promptly as practicable (subject to the limitations set forth in the Plan), be listed on a National Securities Exchange within 60 calendar days, and (C) to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of the Registrable Securities; 

(viii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective
date of the applicable Registration Statement; 
 (ix) in connection with any underwritten Public Offering (including an Underwritten Shelf
Takedown): 
 (A) enter into and perform under such customary agreements (including underwriting agreements in customary
form, including customary representations and warranties and provisions with respect to indemnification and contribution) and take all such other actions as the Holders of a majority of the Registrable Securities being sold or the underwriters, if
any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split, a combination of shares, or other recapitalization) and provide reasonable cooperation, including causing
appropriate officers to attend and participate in “road shows” and analyst or investor presentations and such other selling or other informational meetings organized by the underwriters, if any (taking into account the needs of the
Company’s businesses and the responsibilities of such officers with respect thereto and the requirement of the marketing process); 

(B) use commercially reasonable efforts to obtain and cause to be furnished to each such Holder included in such underwritten
Public Offering and the managing underwriters a signed counterpart of (i) one or more comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort
letters and (ii) a legal opinion (and negative assurance letter) of counsel to the Company addressed to the relevant underwriters and/or such Holders of Registrable Securities, in each case in customary form and covering such matters of the
type customarily covered by such letters as the managing underwriters and/or Holders of a majority of the Registrable Securities included in such underwritten Public Offering reasonably request; 

(x) upon reasonable notice and at reasonable times during normal business hours, make available for inspection by any Holder covered by the
applicable Registration Statement, Counsel to the Holders, any underwriter participating in any disposition pursuant to such registration, as applicable, and any other attorney or accountant retained by such


  
 14 







 
Holder or underwriter, all financial and other records and pertinent corporate documents of the Company, and cause the Company’s officers, directors, employees and independent accountants to
supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or Shelf Takedown, as applicable, and make themselves available at mutually convenient times to
discuss the business of the Company and other matters reasonably requested by any such Holders, sellers, underwriter or agent thereof in connection with such Registration Statement as shall be necessary (subject to the Company’s compliance with
Regulation FD) to enable them to exercise their due diligence responsibility, as applicable (any information provided under this Section 6(a)(x), “Due Diligence Information”); provided that the Company shall not provide any
Due Diligence Information to a Holder unless such Holder explicitly requests such Due Diligence Information in writing. 
 (xi) permit any
Holder which in its reasonable judgment might be deemed to be an Affiliate of the Company, Counsel to the Holders, any underwriter participating in any disposition pursuant to a Registration Statement, and any other attorney, accountant or other
agent retained by such Holder or underwriter, to participate (including, but not limited to, reviewing, commenting on and attending all meetings) in the preparation of such Registration Statement and any Prospectus supplements relating to a Shelf
Takedown, if applicable; 
 (xii) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a
Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any New Common Stock included in such Registration Statement for sale in any jurisdiction, the Company shall use
commercially reasonable efforts to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain the withdrawal of any order suspending or preventing the use of
any related Prospectus or Issuer Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date; 

(xiii) provide a CUSIP number for the Registrable Securities prior to the effective date of the first Registration Statement including
Registrable Securities; 
 (xiv) promptly notify in writing the participating Holders, the sales or placement agent, if any, therefor and
the managing underwriters of the securities being sold: (A) when such Registration Statement or related Prospectus or Free Writing Prospectus or any Prospectus amendment or supplement or post-effective amendment has been filed, and, with
respect to any such Registration Statement or any post-effective amendment, when the same has become effective; and (B) of any written comments by the Commission and by the blue sky or securities commissioner or regulator of any state with
respect thereto; 
 (xv) (A) prepare and file with the Commission such amendments and supplements to each Registration Statement as may be
necessary to comply with the provisions of the Securities Act, including post effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required
hereunder and, if applicable, file any Registration Statements pursuant to Rule 462(b) promulgated under the Securities Act; (B) cause the related Prospectus to be 

  
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supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act;
(C) comply with the provisions of the Securities Act and the Exchange Act and any applicable securities exchange or other recognized trading market with respect to the disposition of all securities covered by such Registration Statement during
such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; and (D) provide additional information related to each
Registration Statement as requested by, and obtain any required approval necessary from, the Commission or any Federal or state governmental authority; 

(xvi) cooperate with each Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with FINRA; 
 (xvii) within the deadlines specified by the
Securities Act, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any Public Offering covered thereby); 

(xviii) if requested by any participating Holder or the managing underwriters, promptly include in a Prospectus supplement or amendment such
information as the Holder or managing underwriters may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as
reasonably practicable after the Company has received such request; 
 (xix) in the case of certificated Registrable Securities, cooperate
with the participating Holders of Registrable Securities and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written
representations from each participating Holder that the Registrable Securities represented by the certificates so delivered by such Holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to
be in such denominations and registered in such names as the Holders or managing underwriters may reasonably request at least two Business Days prior to any sale of Registrable Securities; provided that nothing in this Agreement shall require
the Company to issue securities in certificated form unless such securities are already in certificated form; and 
 (xx) use commercially
reasonable efforts to take all other actions deemed necessary or advisable in the reasonable judgment of the Company to effect the registration and sale of the Registrable Securities contemplated hereby. 

(b) The Company shall hold in confidence and not make any disclosure of information concerning a Holder provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement,
(iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation 

  
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of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt written notice to such Holder and allow such Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such
information. 
 (c) As of the date hereof and except as provided pursuant to the Plan, the Company represents and warrants that it is not a
party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of the Company, including securities convertible, exercisable or exchangeable into or for shares of any Capital
Stock of the Company. 
 (d) With a view to making available certain rules and regulations of the Commission that may permit the sale of the
Registrable Securities to the public without registration, until such date as no Holder owns any Registrable Securities, the Company agrees to: 

(i) use commercially reasonable efforts to continue to file in a timely manner all reports and other documents required, if any, to be filed
by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder; 
 (ii) make available information
necessary to comply with Section 4(a)(7) under the Securities Act and Rule 144, Rule 144A and Regulation S promulgated under the Securities Act, if available, with respect to resales of the Registrable Securities under the Securities Act, at
all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Section 4(a)(7), Rule 144, Rule 144A
and Regulation S promulgated under the Securities Act, as may be amended from time to time, or any other similar rules or regulations now existing or hereafter adopted by the Commission; and 

(iii) upon the reasonable written request of any Holder, the Company will deliver to such Holder a written statement as to whether the
Company has complied with such information requirements, and, if not, the specific reasons for non-compliance. 
 (e) The Company agrees
that nothing in this Agreement shall prohibit the Holders, at any time and from time to time, from selling or otherwise transferring Registrable Securities pursuant to a private placement or other transaction which is not registered pursuant to the
Securities Act. To the extent reasonably requested by a Holder and the total price of the Registrable Securities to be sold or transferred in such sale or transfer is reasonably expected to exceed $20 million, the Company shall assist and cooperate
with such Holder to facilitate such sale or transfer by providing Due Diligence Information to potential purchasers consistent with Section 6(a)(x). 
  

	 	7.	Holder Undertakings 

 (a) Free Writing Prospectuses. Each Holder represents that
it has not prepared or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have prepared on its behalf or used or refer to, any Free Writing Prospectus, and has not distributed and will not distribute any
written materials in connection with the offer or sale of New Common 

  
 17 







 
Stock without the prior written consent of the Company and, in connection with any underwritten Public Offering, the underwriters. Any such Free Writing Prospectus consented to by the Company and
the underwriters, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that it has treated and will treat, as the case may be, each Permitted Free Writing
Prospectus as an Issuer Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. 

(b) Information for Inclusion. Each selling Holder that has requested inclusion of its Registrable Securities in any Registration
Statement shall furnish to the Company such information regarding such Holder and its plan and method of distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing. The Company may refuse to
proceed with the registration of such Holder’s Registrable Securities if such Holder unreasonably fails to furnish such information within a reasonable time after receiving such request. 

(c) Underwritten Public Offering Participation. No Person may participate in any underwritten Public Offering hereunder unless such
Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements in customary form entered into pursuant to this Agreement and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no Holder included in any underwritten Public Offering shall be required to make any
representations or warranties to the Company or the underwriters (other than (A) representations and warranties regarding (1) such Holder’s ownership of its Registrable Securities to be sold or transferred, (2) such Holder’s
power and authority to effect such transfer, and (3) such matters pertaining to compliance with securities laws as may be reasonably requested by the Company or the underwriters, and (B) such other representations, warranties and other
provisions relating to such Holder’s participation in such Public Offering as may be reasonably requested by the underwriters) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in
Section 11(b) hereof, or to the underwriters with respect thereto, except to the extent of the indemnification being given to the underwriters and their controlling Persons in Section 11(b) hereof. 

(d) Price and Underwriting Discounts. In the case of an underwritten Demand Registration or Underwritten Shelf Takedown requested by
Holders pursuant to this Agreement, the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities shall be determined by the Holders representing a majority of the Registrable
Securities included in such underwritten Public Offering. 
 (e) Notice Opt-In and Opt-Out. Notwithstanding anything to the contrary
in this Agreement, until a Holder makes an affirmative written election, the Company shall not be required to and shall not deliver any notice or any information to such Holder that would reasonably be expected to constitute material non-public
information, including any applicable notices or other information under this Agreement. Upon receipt of written election to receive such notices or information (an “Opt-In Election”) the Company shall be required to and shall
provide to the Holder all applicable notices or information pursuant to this Agreement from the 

  
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date of such Opt-In Election. At any time following a Holder making an Opt-In Election, such Holder may also make a written election to no longer receive any such notices or information (an
“Opt-Out Election”), which election shall cancel any previous Opt-In Election, and, following receipt of such Opt-Out Election, the Company shall not be required to, and shall not, deliver any such notice or information to such
Holder from the date of such Opt-Out Election. An Opt-Out Election may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-In Election or
Opt-Out Election may revoke such election at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-In Elections and Opt-Out Elections. 

 

	 	8.	Registration Expenses. 

 (a) Expenses. All fees and expenses incurred by the
Company in connection with this Agreement (“Registration Expenses”) will be borne by the Company. These fees and expenses will include without limitation (i) stock exchange, Commission, FINRA and other registration and filing
fees, (ii) all fees and expenses incurred in connection with complying with any securities or blue sky laws (including reasonable fees, charges and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and expenses
incurred by the Company (including any expenses arising from any special audits or “comfort letters” required in connection with or incident to any registration) and other Persons retained by the Company, and (v) the fees and expenses
incurred in connection with the listing of the Registrable Securities on a National Securities Exchange. 
 (b) Reimbursement of
Counsel. The Company will also reimburse or pay, as the case may be, the Holders of Registrable Securities included in such registration for the reasonable fees and out-of-pocket expenses of the Counsel to the Holders relating to or in
connection with any action taken pursuant to this Agreement within 30 calendar days of presentation of an invoice approved by such Holders and disbursements of each additional counsel retained by any Holder for the purpose of rendering a legal
opinion on behalf of such Holder in connection with any underwritten Public Offering if the managing underwriters of such Public Offering or the Company reasonably request such legal opinion and Counsel to the Holders cannot reasonably provide such
legal opinion due to legal jurisdiction or otherwise. 
  

	 	9.	Hedging Transactions. 

 (a) The Company agrees that, in connection with any proposed
Hedging Transaction, if, in the reasonable judgment of Counsel to the Holders, it is necessary or desirable to have a Registration Statement under the Securities Act cover such Hedging Transaction or sales or transfers (whether short or long) of
Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include the filing of a prospectus supplement to include additional or changed information that is material or
is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as underwriters or potential underwriters, if applicable,
or any change to the plan of distribution, but shall not include the filing of a post-effective amendment to a Registration 

  
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Statement) as may reasonably be required to have such Hedging Transaction or sales or transfers of Registrable Securities in connection therewith covered by a Registration Statement under the
Securities Act in a manner consistent with the rights and obligations of the Company hereunder. 
 (b) All Registration Statements in which
Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 9. The Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Securities subject to the Hedging
Transaction that is proposed to be effected. 
 (c) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliate
thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. 

(d) The Company further agrees to include, under the caption “Plan of Distribution” (or the equivalent caption), in each
Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Registration
Statement), language substantially in the form of Annex A hereto and to include in each prospectus supplement filed in connection with any proposed Hedging Transaction language mutually agreed upon by the Company, the relevant Holders and the
Hedging Counterparty describing such Hedging Transaction. 
 (e) In connection with a Hedging Transaction, each Hedging Counterparty shall
be treated in the same manner as a managing underwriter for purposes of Section 5 of this Agreement. 
  

	 	10.	Lock-Up Agreements. 

 (a) Lock-Up Agreements. If required by the Holders of a
majority of the Registrable Securities participating in an underwritten Public Offering and requested by the managing underwriters of such Public Offering, each of the Holders participating in such Public Offering shall enter into a lock-up
agreement with the managing underwriters of such Public Offering to not make any sale or other disposition of any of the Company’s Capital Stock owned by such Holder (a “Lock-Up Agreement”), such agreement to be in customary
form and substance with customary exceptions; provided that all executive officers and directors of the Company and the Holders requesting such Lock-Up Agreements are bound by and have entered into substantially similar Lock-Up Agreements;
provided further the foregoing provisions shall only be applicable to the Holders if all stockholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any
such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of New Common Stock (or other securities) subject to the
restrictions set forth in this Section 10(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 10(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable
Securities. 

  
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 (b) Company Lock-Up. In connection with any underwritten Public Offering, and upon the
reasonable request of the managing underwriters, the Company shall: (i) agree to a customary lock-up provision applicable to the Company in an underwriting agreement as reasonably requested by the managing underwriters; and (ii) cause each
of its executive officers and directors to enter into Lock-Up Agreements, in each case, in customary form and substance, and with exceptions that are customary, for an underwritten Public Offering. 

 

	 	11.	Indemnification; Contribution. 

 (a) Indemnification by the Company. The Company
agrees to indemnify and hold harmless each Holder registered pursuant to this Agreement, such Holder’s Affiliates, directors, officers, employees, members, managers, agents and any Person who controls any such Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of the Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses (“Losses”) to which they or any of them may
become subject insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary
prospectus, any road show, as defined in Rule 433(h)(4) under the Securities Act a (“road show”), or Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in the case of any Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, in light
of the circumstances under which they were made, to make the statements therein not misleading and the Company agrees to reimburse each such indemnified party for any reasonable legal or other reasonable out-of-pocket expenses incurred by them in
connection with investigating or defending any such Losses (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case to the extent that any such Loss arises
out of or is based upon any such untrue or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Holder specifically for
inclusion therein, including, without limitation, any notice and questionnaire. This indemnity agreement will be in addition to any liability which the Company may otherwise have. 

(b) Indemnification by the Holders. Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each
of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates
the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against
any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable
Securities were registered, Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus included in any such 

  
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Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary in the case of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, to the extent, but
only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information furnished to the Company by or on behalf of such Holder specifically for inclusion therein;
provided, however, that the maximum amount to be indemnified by such Holder pursuant to this Section 11(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in
the Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that
prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information
expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or
supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. 

(c) Conduct of Indemnification Proceedings. Promptly after receipt by an indemnified party under this Section 11 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 11(c), notify the indemnifying party in writing of the commencement thereof; but the failure
so to notify the indemnifying party (i) will not relieve it from liability under Section 11(a) or Section 11(b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and
forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in
Section 11(a) or Section 11(b) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such
indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local
counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: 
 (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with an actual or potential conflict of interest; 

  
 22 







 (ii) the actual or potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the
indemnifying party; 
 (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of such action; or 
 (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. 
 No indemnifying party shall, in connection with any
one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition
to any local counsel) for all indemnified parties. An indemnifying party shall not be liable under this Section 11(c) to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent is consented to by such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified
party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement or compromise unless such settlement or compromise (x) includes as an unconditional term thereof the giving by the claimant
or plaintiff therein, to such indemnified party, of a full and final release from all liability in respect to such claim or litigation and (y) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or
on behalf of such indemnified party. 
 (d) Contribution. 

(i) In the event that the indemnity provided in Section 11(a) or Section 11(b) above is unavailable to or insufficient to hold
harmless an indemnified party for any reason, then each applicable indemnifying party agrees to contribute to the aggregate Losses (including reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating or
defending same) to which such indemnifying party may be subject in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the Public
Offering of the New Common Stock; provided, however, that the maximum amount of liability in respect of such contribution shall be limited in the case of any Holder to the net proceeds (after deducting underwriters’ discounts and
commissions) received by such Holder in connection with such registration. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party on the one hand and the


  
 23 







 
indemnified party on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand
or the indemnified party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 

(ii) The parties agree that it would not be just and equitable if contribution pursuant to this Section 11(d) were determined by pro
rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to above in this Section 11(d). The amount paid or payable by an indemnified party as a result of the Losses referred to above in this Section 11(d) shall be deemed to include any reasonable legal or other
reasonable out-of-pocket expenses incurred by such indemnified party in connection with investigating or defending any such action or claim. 

(iii) Notwithstanding the provisions of this Section 11(d), no Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 

(iv) For purposes of this Section 11, each Person who controls any Holder, agent or underwriter (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person
who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each
case to the applicable terms and conditions of this Section 11(d). 
 (e) The provisions of this Section 11 will remain in full
force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling Persons referred to in this Section 11 hereof, and will survive the transfer of Registrable
Securities. 
  

	 	12.	Transfer of Registration Rights. 

 The rights of a Holder hereunder may be transferred,
assigned, or otherwise conveyed on a pro rata basis in connection with any transfer, assignment, or other conveyance of Registrable Securities to any transferee or assignee; provided that all of the following additional conditions are
satisfied with respect to any transfer, assignment or conveyance of rights hereunder: (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become
subject to the terms of this Agreement by executing and delivering to the Company a Joinder; and (c) the Company is given written notice by such Holder within 15 Business Days of such transfer or assignment, stating the name and address of the
transferee or assignee, identifying the Registrable Securities with respect to which such rights are being transferred or assigned and the total number of Registrable Securities and other Capital Stock of the Company beneficially owned by such
transferee or assignee. 

  
 24 








	 	13.	Amendment, Modification and Waivers; Further Assurances. 

 (a) Amendment. This
Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument, (a) signed by (i) the Company, and (ii) the Holders of at
least a majority of the Registrable Securities; provided, that no provision of this Agreement shall be modified or amended in a manner that is disproportionately and materially adverse to any Holder, without the prior written consent of such
Holder, as applicable, or (b) in the case of a waiver, by the party hereto waiving compliance. 
 (b) Changes in New Common
Stock. If, and as often as, there are any changes in the New Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means,
appropriate adjustment shall be made in the provisions hereof as may be required so that the rights and privileges granted hereby shall continue with respect to the Registrable Securities as so changed and the Company shall make appropriate
provision in connection with any merger, consolidation, reorganization or recapitalization that any successor to the Company (or resulting parent thereof) shall agree, as a condition to the consummation of any such transaction, to expressly assume
the Company’s obligations hereunder. 
 (c) Effect of Waiver. No waiver of any terms or conditions of this Agreement shall
operate as a waiver of any other breach of such terms and conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. No written waiver
hereunder, unless it by its own terms explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provisions being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any
other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. The failure of any party to enforce any provision of this Agreement
shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms. 

(d) Further Assurances. Each of the parties hereto shall execute all such further instruments and documents and take all such further
action as any other party hereto may reasonably require in order to effectuate the terms and purposes of this Agreement. 
  

	 	14.	Miscellaneous. 

 (a) Successors and Assigns. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including any trustee in bankruptcy) whether so expressed or not. In addition, whether or not
any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or Holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent Holder. No assignment or delegation
of this Agreement by the Company, or any of the Company’s rights, interests or obligations hereunder, shall be effective against any Holder without the prior written consent of such Holder. 

  
 25 







 (b) Remedies; Specific Performance. Any Person having rights under any provision of this
Agreement shall be entitled to enforce such rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor; provided that the liability of the
Holders shall be several and not joint. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court
of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement and shall not be required to prove
irreparable injury to such party or that such party does not have an adequate remedy at law with respect to any breach of this Agreement (each of which elements the parties admit). The parties hereto further agree and acknowledge that each and every
obligation applicable to it contained in this Agreement shall be specifically enforceable against it and hereby waives and agrees not to assert any defenses against an action for specific performance of their respective obligations hereunder. All
rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies available under this Agreement or otherwise. 

(c) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this
Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) e-mailed or sent by facsimile to the recipient, or (iii) one Business Day after being sent to the recipient by
reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Company at the address set forth below and to any Holder at the address set forth on the signature page hereto (with copies
sent at the address set forth below), or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. 

The Company’s address is: 
 SandRidge
Energy, Inc. 
 123 Robert S. Kerr Avenue 

Oklahoma City, OK 73102 

Attention: General Counsel 
 Fax:
(405) 429-6267 
 E-mail: pwarman@sandridgeenergy.com 

with copies to: 

Kirkland & Ellis LLP 

600 Travis Street, Suite 3300 

Houston, Texas 77002 
 Attention:
Matthew R. Pacey, P.C. 
 Fax: (713) 835-3601 

E-mail: matt.pacey@kirkland.com 

  
 26 







 Copies of notices to the Holders shall be sent to: 

Davis Polk & Wardwell LLP 

1600 El Camino Real 
 Menlo Park,
California 94025 
 Attention: Kirtee Kapoor 

                 Byron Rooney 

                 Bryan Quinn 

Facsimile: (650) 752-3625 

E-mail:      kirtee.kapoor@davispolk.com; byron.rooney@davispolk.com; 

                  bryan.quinn@davispolk.com 

If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the State of
New York or the jurisdiction in which the Company’s principal office is located, the time period shall automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday. 

(d) No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement. 
 (e) Adjustments Affecting
Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the Holders of Registrable Securities to include such
Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including effecting a stock split or a
combination of shares). 
 (f) Counterparts. This Agreement may be executed in one or more counterparts, and may be delivered by
means of facsimile or electronic transmission in portable document format (“pdf”), each of which shall be deemed to be an original and shall be binding upon the party who executed the same, but all of such counterparts shall
constitute the same agreement. 
 (g) Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the
singular forms of nouns, pronouns, and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance
with the terms thereof, and, if applicable, hereof. The words “include,” “includes” or “including” in this Agreement shall be deemed to be followed by “without limitation.” The use of the words “or,”
“either” or “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting 

  
 27 







 
of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules,
regulations and forms, as amended from time to time or, to the extent replaced, the comparable successor thereto in effect at the time. All references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be
deemed to be references to the comparable successors thereto from time to time. 
 (h) Delivery by Facsimile and Electronic Means.
This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by
means of a facsimile machine or other electronic means, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version
thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such
agreement or instrument shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or
other electronic means as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. 

(i) Arm’s Length Agreement. Each of the parties to this Agreement agrees and acknowledges that this Agreement has been negotiated
in good faith, at arm’s length, and not by any means prohibited by law. 
 (j) Sophisticated Parties; Advice of Counsel. Each of
the parties to this Agreement specifically acknowledges that (i) it is a knowledgeable, informed, sophisticated Person capable of understanding and evaluating the provisions set forth in this Agreement and (ii) it has been fully advised
and represented by legal counsel of its own independent selection and has relied wholly upon its independent judgment and the advice of such counsel in negotiating and entering into this Agreement. 

(k) Governing Law. This Agreement and the exhibits, attachments and annexes hereto shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions would cause the
application of the laws of any jurisdiction other than the State of New York. 
 (l) Submission to Jurisdiction. Any action, suit or
proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby must be brought in the United States District Court for the in the Southern District
of New York or any New York state court, in each case, located in the Borough of Manhattan, and each party consents to the exclusive jurisdiction and 

  
 28 







 
venue of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such, action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 

(m) Waiver of Jury Trial. Each of the parties to this Agreement hereby agrees to waive its respective rights to a jury trial of any
claim or cause of action based upon or arising out of this Agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement,
including contract claims, tort claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into this Agreement, that each has already relied on this waiver in entering into
this Agreement and that each will continue to rely on this waiver in their related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily
waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
SECTION 14(m) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written
consent to a trial by the court. 
 (n) Complete Agreement. This Agreement and any certificates, documents, instruments and writings
that are delivered pursuant hereto, represent the complete agreement among the parties hereto as to all matters covered hereby, and supersedes any prior agreements or understandings among the parties. 

(o) Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 (p)
Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Sections 6(b), 7(e), 8, 11, 12, 13 and 14 shall
survive any such termination; provided further that any Holder may elect to terminate its obligations under this Agreement by giving the Company written notice thereof subject to the survival of the foregoing provisions; provided
further that this Agreement shall automatically terminate with respect to a Holder that no longer holds any Registrable Securities. 

(q) Independent Agreement by the Holders. The obligations of each Holder hereunder are several and not joint with the obligations of
any other Holder, and no provision of 

  
 29 







 
this Agreement is intended to confer any obligations on any Holder vis-à-vis any other Holder. Nothing contained herein, and no action taken by any Holder pursuant hereto, shall be deemed
to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated herein. 
 [Signature Pages Follow] 

  
 30 







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

					
	SANDRIDGE ENERGY, INC.
		
	By:	 	 /s/ Julian Bott

		 	Name:	 	Julian Bott
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Registration Rights Agreement] 







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

					
	APOLLO ENERGY OPPORTUNITY FUND AIV I LP
	By: Apollo Energy Opportunity Advisors (APO DC) LP, its general partner
	By: Apollo Energy Opportunity Advisors (APO DC) GP LLC, its general partner
		
	By:	 	 /s/ Joseph D. Glatt

		 	Name:	 	Joseph D. Glatt
		 	Title:	 	Vice President

 Address: 
 9 West 57 St, 37th Floor 
 New York, NY 10019 

Telephone: 212-822-0456 
 Fax No.: 646-417-6605 

E-mail: jglatt@apollolp.com 
 To exercise the Opt-In Election
pursuant to Section 7(e), please check the box below and countersign: 
 ☐ – The undersigned Holder hereby notifies the Company of its exercise
of the Opt-In Election. 
  

			
	By:	 	  

		 	Name:
		 	Title:


  
 [Signature Page to
Registration Rights Agreement] 







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

					
		
	By:	 	 /s/ Alexander McMillan

		 	Name:	 	Alexander McMillan
		 	Title:	 	Chief Compliance Officer

  

			
	Address:
	
	 9 West 57th Street

	 Suite 4920

	 New York, NY 10019

		
	Telephone:	 	 212-588-6770



			
		
	Fax No.:	 	 N/A



			
		
	E-mail:	 	  


 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

					
	By:	 	 /s/ Alexander McMillan

		 	Name:	 	Alexander McMillan
		 	Title:	 	Chief Compliance Officer


  
 [Signature Page to
Registration Rights Agreement] 







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

					
	Black Maple Capital Master Fund, Ltd.
	By: Black Maple Capital Management, LP, the Investment Manager
		
	By:	 	 /s/ Daniel J. McNally

		 	Name:	 	Daniel J McNally
		 	Title:	 	Chief Operating Officer

 Address: 
 735 N Water Street
– Suite 790 
 Milwaukee WI 53202 
 Telephone:
414-294-7587 
 Fax No.: 414-294-7799 
 E-mail:
dmcnally@blackmaplecapital.com 
 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:


  
 [Signature Page to
Registration Rights Agreement] 







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

							
	EIG Pecos Midstream, LLC
	
	By: EIG Management Company, LLC, its managing member
			
		 	By:	 	 /s/ Clayton R. Taylor

		 		 	Name:	 	Clayton R. Taylor
		 		 	Title:	 	Managing Director
			
		 	By:	 	 /s/ Amy Springs

		 		 	Name:	 	Amy Springs
		 		 	Title:	 	Associate Counsel

 Address: 
 c/o EIG Management
Company, LLC 
 333 Clay St, Suite 3500 
 Houston, TX 77002 

Telephone: (713) 615-7400 
 Fax No.: (713) 615-7427 

E-mail: clay.taylor@eigpartners.com; amy.springs@eigpartners.com 

To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:


  
 [Signature Page to
Registration Rights Agreement] 







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

					
	CENTRAL STATES, SOUTHEAST AND SOUTHWEST AREAS HEALTH AND WELFARE FUND
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:


  
 [Signature Page to
Registration Rights Agreement] 







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

					
	CHEVRON MASTER PENSION TRUST
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	CITY NATIONAL ROCHDALE HIGH YIELD BOND FUND
	
	By: Guggenheim Investment Management, LLC, as Sub-Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	DELTA MASTER TRUST
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	DELTA PILOTS DISABILITY AND SURVIVORSHIP TRUST
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	EQUITRUST LIFE INSURANCE COMPANY
	
	By: Guggenheim Investment Management, LLC, as Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	GENERAL DYNAMICS CORPORATION GROUP TRUST
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	GUGGENHEIM CREDIT ALLOCATION FUND
	
	By: Guggenheim Investment Management, LLC, as Sub-Adviser
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	GUGGENHEIM ENERGY & INCOME FUND
	
	By: Guggenheim Investment Management, LLC, as Sub-Adviser
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	GUGGENHEIM FUNDS TRUST – GUGGENHEIM HIGH YIELD FUND
	
	By: Security Investors, LLC, as Investment Adviser
		
	By:	 	 /s/ Amy J. Lee

		 	Name:	 	Amy J. Lee
		 	Title:	 	Senior Vice President & Secretary

 Address: 
 c/o Security
Investors, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	GUGGENHEIM FUNDS TRUST –GUGGENHEIM MACRO OPPORTUNITIES FUND
	
	By: Guggenheim Investment Management, LLC, as Investment Adviser
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	GUGGENHEIM HIGH YIELD FUND, LLC
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	GUGGENHEIM LOAN AND BOND FUND V
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	GUGGENHEIM LOAN AND BOND FUND VI
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	GUGGENHEIM OPPORTUNISTIC U.S. LOAN AND BOND FUND IV
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title: 	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

							
	GUGGENHEIM STRATEGIC OPPORTUNITIES FUND
	
	By: Guggenheim Investment Management, LLC, as Investment Sub-Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

							
	GUGGENHEIM TAXABLE MUNICIPAL MANAGED DURATION TRUST
	
	By: Guggenheim Investment Management, LLC, as Investment Sub-Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

							
	GUGGENHEIM VARIABLE FUNDS TRUST – SERIES P (HIGH YIELD SERIES)
	
	 By: Security Investors LLC, as Management Company 

		
	By:	 	 /s/ Amy J. Lee

		 	Name:	 	Amy J. Lee
		 	Title:	 	Senior Vice President & Secretary

 Address: 
 c/o Security
Investors, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

							
	HAMILTON FINANCE LLC
	
	 By: Guggenheim Investment Management, LLC, as Advisor 

		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

							
	HCA INC. MASTER RETIREMENT TRUST
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	HORANCE MANN LIFE INSURANCE COMPANY
	
	 By: Guggenheim Investment Management, LLC, as Advisor 

		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	INDUSTRIENS PENSIONSFORSIKRING A/S
	
	 By: Guggenheim Investment Management, LLC, as Manager

		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	MAVERICK ENTERPRISES, INC.
	
	 By: Guggenheim Investment Management, LLC, as Investment Manager

		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	MIDLAND NATIONAL LIFE INSURANCE COMPANY
	
	 By: Guggenheim Investment Management, LLC, as Investment Manager

		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION PRIVATE PLACEMENT UNIVERSAL LIFE SEPARATE ACCOUNT 70
	
	 By: Guggenheim Investment Management, LLC, as Advisor

		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	NZC GUGGENHEIM MASTER FUND LIMITED
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	PEOPLE’S TRUST INSURANCE COMPANY
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	RENAISSANCE INVESTMENT HOLDINGS LTD.
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	SECURITY BENEFIT LIFE INSURANCE COMPANY
	
	By: Guggenheim Investment Management, LLC, as Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	SEI INSTITUTIONAL MANAGED TRUST – MULTI-ASSET INCOME FUND
	
	By: Guggenheim Investment Management, LLC, as Sub-Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	SHELL OVERSEAS CONTRIBUTION PENSION FUND
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	SHELL PENSION TRUST
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

			
	SHRINERS HOSPITALS FOR CHILDREN
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name: Kevin M. Robinson
		 	Title:   Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

			
	SOUTH CAROLINA RETIREMENT SYSTEMS GROUP TRUST
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name: Kevin M. Robinson
		 	Title:   Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	STICHTING PGGM DEPOSITARY
	
	ACTING IN ITS CAPACITY AS DEPOSITARY OF PGGM HIGH YIELD FUND
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	 Name:
	 	Kevin M. Robinson
		 	 Title: 
	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	T BANK III TO I HIGH YIELD FUND - PT
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	T BANK III TO I HIGH YIELD FUND - QP
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title: 	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	TEXAS LIFE INSURANCE COMPANY
	
	By: Guggenheim Investment Management, LLC, as Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	 Name:
	 	Kevin M. Robinson
		 	 Title: 
	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	TRINITY HEALTH CORPORATION
	
	By: Guggenheim Investment Management, LLC, as Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title: 	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	VERGER CAPITAL FUND LLC
	
	By: Guggenheim Investment Management, LLC, as Sub-Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title: 	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	VERMONT PENSION INVESTMENT COMMITTEE
	
	By: Guggenheim Investment Management, LLC, as Contractor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title: 	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	WILCAC ASSURANCE COMPANY
	
	By: Guggenheim Investment Management, LLC, as Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title: 	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	WILCO LIFE INSURANCE COMPANY
	
	By: Guggenheim Investment Management, LLC, as Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title: 	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	 By:
	 	  

		 	 Name:

		 	 Title:








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

					
	WILSHIRE INSTIUTIONAL MASTER FUND SPC – GUGGENHEIM ALPHA SEGREGATED PORTFOLIO
	
	By: Guggenheim Investment Management, LLC, as Sub-Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	WILTON REASSURANCE COMPANY
	
	By: Guggenheim Investment Management, LLC, as Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	WILTON REASSURANCE LIFE COMPANY OF NEW YORK
	
	By: Guggenheim Investment Management, LLC, as Advisor
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:







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

					
	GHY FUND
	
	By: Guggenheim Investment Management, LLC, as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

		 	Name:	 	Kevin M. Robinson
		 	Title:	 	Attorney-In-Fact

 Address: 
 c/o Guggenheim
Partners Investment Management, LLC 
 330 Madison Avenue, 10th Floor 

New York, NY 10017 
 Telephone: (212) 739-0700 

Fax No.: (212) 644-8107 
 E-mail: GILegal@guggenheimpartners.com

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:


  
 [Signature Page to
Registration Rights Agreement] 







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

					
	BLACKSTONE / GSO STRATEGIC
	CREDIT FUND
	BLACKSTONE / GSO LONG-SHORT
	CREDIT INCOME FUND
	By: GSO / Blackstone Debt Funds Management LLC, as investment advisor
	
	FS INVESTMENT CORPORATION
	FS INVESTMENT CORPORATION II
	By: GSO / Blackstone Debt Funds Management LLC, as investment sub-adviser
	
	BURHOLME FUNDING LLC
	By: FS Investment Corporation III, as sole member
	By: GSO / Blackstone Debt Funds Management LLC, as investment sub-adviser
	
	FS ENERGY & POWER FUND
	By: GSO Capital Partners LP, as investment sub-adviser
		
	By:	 	 /s/ Marisa Beeney

		 	Name:	 	Marisa Beeney
		 	Title:	 	Authorized Signatory
	
	Address:
	345 Park Avenue, 31st Floor
	New York, NY 10154
	Attention: Valerie Kritsberg, Adam Hermida
	
	Telephone: 212-503-2134 / 2087


					
	
	 E-mail: Valerie.Kritsberg@gsocap.com;
Adam.Hermida@gsocap.com


 [Signature Page to Registration Rights Agreement] 






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

					
	MTP ENERGY FUND LTD
	
	By MTP Energy Management LLC, its investment adviser
	
	By Magnetar Financial LLC, its sole Member
		
	By:	 	 /s/ Michael Turro

		 	Name:	 	Michael Turro
		 	Title:	 	Chief Compliance Officer

 Address: 
 1603 Orrington Avenue,
13th Floor 
 Evanston, IL. 60201 

Telephone: 847-905-4400 
 Fax No.: 847-869-2064 

E-mail: MTP_Notices@magnetar.com 
 To exercise the Opt-In
Election pursuant to Section 7(e), please check the box below and countersign: 
 ☒ – The undersigned Holder hereby notifies the Company of its
exercise of the Opt-In Election. 
  

					
	MTP ENERGY FUND LTD
	
	By MTP Energy Management LLC, its investment adviser
	By Magnetar Financial LLC, its sole member
		
	By:	 	 /s/ Michael Turro

		 	Name:	 	Michael Turro
		 	Title:	 	Chief Compliance Officer


  
 [Signature Page to
Registration Rights Agreement] 







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

					
	CVI Opportunities Fund I, LLLP
	
	By: Susquehanna Advisors Group, Inc., its authorized agent
		
	By:	 	 /s/ Kathy Harley

		 	Name:	 	Kathy Harley
		 	Title:	 	Assistant Vice President

 Address: 
 CVI Opportunities Fund
I, LLLP 
 c/o Susquehanna Advisors Group, Inc. 
 401 City
Avenue – Suite 220 
 Bala Cynwyd, PA 19004 
 Telephone:
(610) 617-2802 
 Fax No.: (610) 617-2910 
 E-mail:
convertsops@sig.com 
 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☒ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

					
	CVI Opportunities Fund I, LLLP
	
	By: Susquehanna Advisors Group, Inc., its authorized agent
		
	By:	 	 /s/ Kathy Harley

		 	Name:	 	Kathy Harley
		 	Title:	 	Assistant Vice President


  
 [Signature Page to
Registration Rights Agreement] 







 DocuSign Envelope ID: 349202B7-401E-47CB-9101-A5516E7CA243 

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

 

			
	By: 	 	 





		 	Name: Mark Strefling
		 	Title: General Counsel & Chief
		 	Operating Officer

  

			
	Address:	  	9/28/2016 | 14:08 PDT
	3033 Excelsior Blvd, Suite 300	  	
	Minneapolis, MN 55416	  	

 Telephone: 612 253 6018 
 Fax
No.: 612 253 6118 
 E-mail: MStrefling@whiteboxadvisors.com 

To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	By:	 	  

		 	Name:
		 	Title:


  
 [Signature Page to
Registration Rights Agreement] 







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

					
	 TYRUS CAPITAL EVENT MASTER FUND LIMITED

acting by its agent
 Tyrus Capital S.A.M.

		
	By:	 	 /s/ Mark Madden

		 	Name:	 	Mark Madden
		 	Title:	 	Director

 Address: c/o 4 Avenue de Roqueville, 98000 Monaco 

Telephone: + 377 9999 5030 
 Fax No.: +377 9999 5090 

E-mail: legal@tyruscap.mc 
 To exercise the Opt-In
Election pursuant to Section 7(e), please check the box below and countersign: 
 ☐ – The undersigned Holder hereby notifies the Company of its
exercise of the Opt-In Election. 
  

			
	By:	 	  

		 	Name:
		 	Title:


  
 [Signature Page to
Registration Rights Agreement] 







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

					
	 TC FIVE LIMITED
 acting by
its agent
 Tyrus Capital S.A.M.

		
	By:	 	 /s/ Mark Madden

		 	Name:	 	Mark Madden
		 	Title:	 	Director

 Address: c/o 4 Avenue de Roqueville, 98000 Monaco 

Telephone: +377 9999 5030 
 Fax No.: +377 9999 5090 

E-mail: legal@tyruscap.mc 
 To exercise the Opt-In
Election pursuant to Section 7(e), please check the box below and countersign: 
 ☐ – The undersigned Holder hereby notifies the Company of its
exercise of the Opt-In Election. 
  

			
	By:	 	  

		 	Name:
		 	Title:


  
 [Signature Page to
Registration Rights Agreement] 







 ANNEX A 

Plan of Distribution 

A selling stockholder may also enter into hedging and/or monetization transactions. For example, a selling stockholder may: 

(a) enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other
party will become a selling stockholder and engage in short sales of the common stock under this prospectus, in which case the other party may use shares of common stock received from the selling stockholder to close out any short positions; 

(b) itself sell short common stock under this prospectus and use shares of common stock held by it to close out any short position; 

(c) enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from
registration under the Securities Act, common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer that common stock under this
prospectus; or 
 (d) loan or pledge common stock to a broker-dealer or affiliate of a broker-dealer or other third party who may then
become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling stockholder and sell the pledged shares, under this prospectus. 

  
 A-1 







 ANNEX B 

Form of Joinder Agreement 

THIS JOINDER AGREEMENT is made and entered into by the undersigned with reference to the following facts: 

Reference is made to the Registration Rights Agreement, dated as of October 4, 2016, as amended (the “Registration Rights
Agreement”), by and among SandRidge Energy, Inc., a Delaware corporation (the “Company”), the other parties (the “Holders”) thereto. Capitalized terms used but not defined in this Joinder Agreement shall
have the meanings ascribed thereto in the Registration Rights Agreement. 
 As a condition to the acquisition of rights under the
Registration Rights Agreement in accordance with the terms thereof, the undersigned agrees as follows: 
 1. The undersigned hereby agrees
to be bound by the provisions of the Registration Rights Agreement and undertakes to perform each obligation as if a Holder thereunder and an original signatory thereto in such capacity. 

2. This Joinder Agreement shall bind, and inure to the benefit of, the undersigned hereto and its respective devisees, heirs, personal and
legal representatives, executors, administrators, successors and assigns. 
 3. This Joinder Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions would cause
the application of the laws of any jurisdiction other than the State of New York. 
 [Signature Page Follows] 

  
 B-1 







 IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement. 

 

			
	[HOLDER]
		
	By:	 	  

		 	Name:
		 	Title:
		
	Date:	 	  



  

					
			
	Address:	 	  
	 	
			
		 	  
	 	
			
		 	  
	 	
			
		 	  
	 	
			
	Phone Number:	 	  
	 	
			
	Facsimile Number:	 	  
	 	
			
	E-mail for Notice:	 	  
	 	
			
	I.R.S. I.D. Number:	 	  
	 	
			
	Amount of Registrable Securities Acquired:	 	  
	 	

 To exercise the Opt-In Election pursuant to Section 7(e), please check the box below and countersign: 

☐ – The undersigned Holder hereby notifies the Company of its exercise of the Opt-In Election. 

 

			
	[HOLDER]
		
	By:	 	  

		 	Name:
		 	Title:


  
 [Signature Page to
Joinder Agreement]