exv4w16







Exhibit 4.16




REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of February
16, 2009, among SandRidge Energy, Inc., a Delaware corporation (the “Company”), on the one hand,
and, on the other, George B. Kaiser, a natural person (“GBK”), and Pooled CIT Investments, L.L.C.,
an Oklahoma limited liability company (“CIT”) (GBK and CIT each a “Purchaser” and collectively the
“Purchasers”).



     WHEREAS, the parties have agreed to enter into this Agreement in connection with that certain
Purchase & Sale Agreement, dated as of December 31, 2008, among Purchasers and Tom L. Ward, a
natural person (“TLW”) and certain affiliates of TLW (the “Purchase Agreement”) whereby GBK has
purchased 8,896,797 shares of common stock of the Company (the “GBK Shares”) and that certain
Amended and Restated Warrant dated December 31, 2008 issued by TLW to CIT (the “Warrant”) whereby
CIT may purchase up to 6,672,598 shares of common stock of the Company (the “Warrant Shares”)(the
Purchase Agreement and the Warrant shall collectively be referred to as the “Transaction
Documents”);



     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company agrees to provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, (collectively, the “Securities Act”), and
applicable state securities laws, and the Company and the Purchasers further agree as follows:



     1. Definitions. In addition to the terms defined in the preamble and recitals to this
Agreement, the following terms have the meanings indicated:



          “Additional Warrant Shares” has the meaning set forth in section 2(a)(ii) of this
Agreement.




          “Business Day” means any day other than Saturday, Sunday or any other day on which commercial
banks in Oklahoma, are authorized or required by law to remain closed.




          “Claim” has the meaning set forth in section 6(a) of this Agreement.




          “Common Shares” means the common stock of the Company.




          “Effective Date” means the date a Registration Statement has been declared effective by the
SEC.




          “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.




          “Existing Registration Rights Agreements” means the Registration Rights Agreement dated
November 21, 2006 among the Company and the other parties named therein, the Registration Rights
Agreement dated March 20, 2007 among the Company and



 









 






the other parties named therein, and the Amended and Restated Shareholders Agreement dated
April 4, 2007 among the Company and the shareholders named therein.




          “Filing Deadline” means the earlier of (i) two business days following the first date after
April 8, 2009 on which the Company is eligible to use form S-3, or (ii) May 15, 2009.




          “Indemnified Damages” has the meaning set forth in section 6(a) of this Agreement.




          “Indemnified Party” has the meaning set forth in section 6(b) of this Agreement.




          “Indemnified Person” has the meaning set forth in section 6(a) of this Agreement.




          “NYSE” means the New York Stock Exchange.




          “Person” means any individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.




          “register,” “registered,” and. “registration”‘ refer to a registration effected by preparing
and filing one or more Registration Statements (as defined below) in compliance with the Securities
Act and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.




          “Registrable Securities” shall mean (a) any shares of Common Stock purchased pursuant to the
Purchase Agreement or securities issued upon exercise of the Warrant and (b) any securities issued
or issuable with respect to any securities referred to in the foregoing subdivision by way of stock
dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise. As to any particular Registrable Securities,
once issued such securities shall cease to be Registrable Securities when (a) a registration
statement with respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in accordance with such registration
statement, (b) they shall have been otherwise transferred (excluding any otherwise Registrable
Securities transferred as a gift by GBK to the George Kaiser Family Foundation pursuant to
Section 8), or (c) they shall have ceased to be outstanding.




          “Registration Period” has the meaning set forth in section 3(a) of this Agreement.




          “Registration Statement” means a registration statement or registration statements of the
Company filed under the Securities Act covering the Registrable Securities, including the exhibits
thereto and the documents incorporated by reference therein, as amended at the date on which such
registration statement became effective.




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




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          “Securities Act” means the United States Securities Act of 1934, as amended, and the rules and
regulations promulgated thereunder.




          “Securities Laws” means all of the applicable federal and state securities laws and
regulations of the United States, including without limitation the Securities Act, the Exchange Act
and the respective rules and regulations promulgated thereunder.




          “Suspension Notice” has the meaning set forth in section 4(b) of this Agreement.




          “Trading Day” means (a) any day on which the Common Shares are listed or quoted, and traded,
on the NYSE, or (b) if the Common Shares are not then listed or quoted, and traded, on the NYSE,
then any Business Day.




          “Transfer Agent” means the transfer agent (including any co-transfer agent) of the Company
with respect to the Common Shares.




          “Violations” has the meaning set forth in section 6(a) of this Agreement.




     2. Registration.



          (a) (i) Initial Registration. The Company shall use its reasonable best efforts to
prepare and file with the SEC a Registration Statement prior to the Filing Deadline to register
under the Securities Act the resale, from time to time, by the selling shareholders identified
therein, of all of the Registrable Securities.




               (ii) Amended Registration for Corporate Events. As soon as practicable after any
event that would adjust the number of Warrant Shares pursuant to the terms of the Warrant,
including section 7 of the Warrant, (the “Additional Warrant Shares the Company shall use its
reasonable best efforts to prepare and file with the SEC an amendment to any Registration Statement
then on file covering any Registrable Securities, to register under the Securities Act the resale,
from time to time, by the selling shareholders identified therein, of all of the Registrable
Securities that are or arise from Additional Warrant Shares.



          (b) Reasonable Best Efforts to Make Effective. The Company shall use its reasonable
best efforts to have each Registration Statement declared effective by the SEC as soon as
practicable.




          (c) Legal Counsel. The Purchasers shall each have the right to select legal counsel
to review any registration pursuant to this Section 2 of this Agreement. The Company and
the Purchasers shall cause their respective legal counsel to reasonably cooperate with each other
in performing the Company’s obligations under this Agreement.




     3. Related Obligations. At such time as the Company is obligated to use its
reasonable best efforts to file a Registration Statement with the SEC pursuant to Section
2(a) of this Agreement, the Company will use its reasonable best efforts to effect the
registration of the Registrable Securities in accordance with the intended method of disposition
thereof



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and, pursuant thereto, the Company shall have the following obligations, subject only to any
restrictions and limitations contained on the date of this Agreement in the Existing Registration
Rights Agreements:




          (a) The Company shall use its reasonable best efforts to keep each Registration Statement
effective at all times until the earlier of (i) the date on which the Purchasers shall have sold
all of the Registrable Securities covered by such Registration Statement, and (ii) December 31,
2009 (the “Registration Period”).




          (b) The Company shall use its reasonable best efforts to prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to one or more Registration
Statements and the prospectus used in connection with such Registration Statements, which
prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be
necessary to keep such Registration Statement effective at all times during the Registration
Period, and, during such period, use its reasonable best efforts to comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Securities of the Company
covered by such Registration Statement.




          (c) The Company shall (i) permit legal counsel of Purchasers to review and comment upon (A)
mature drafts of a Registration Statement (and the final version of such document if there have
been any material changes thereto) no less than five Business Days prior to its filing with the SEC
and (B) all amendments and supplements to all Registration Statements within a reasonable number of
days prior to their filing with the SEC, and (ii) not file any Registration Statement or amendment
or supplement thereto in a form to which legal counsel of Purchasers reasonably objects; provided
that such counsel responds with substantially all comments within five Business Days of receipt of
such documents and in any event prior to the anticipated filing date for such Registration
Statement.




          (d) Upon the request of any Purchaser whose Registrable Securities are included in any
Registration Statement, the Company shall furnish to such Purchaser, without charge, (i) promptly
after the same is prepared and filed with the SEC, at least one copy of such Registration Statement
and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference, all exhibits and each preliminary prospectus, (ii) upon the
effectiveness of any Registration Statement, ten copies of the prospectus included in such.
Registration Statement and all amendments and supplements thereto (or such other number of copies
as such Purchaser may reasonably request), and (iii) such other documents, including copies of any
preliminary or final prospectus, as such Purchaser may reasonably request from time to time in
order to facilitate the disposition of the Registrable Securities owned by such Purchaser.




          (e) The Company shall notify each Purchaser of the happening of any event, as promptly as
practicable after becoming aware of such event, as a result of which the prospectus included in a
Registration Statement (including any report or filing incorporated by reference in such
Registration Statement), as then in effect, includes an untrue statement of a material fact or
omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided
that in no event shall such notice contain any material, nonpublic information), and, subject to
section 3(g), promptly prepare a supplement or amendment to




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such Registration Statement, which shall be approved by Purchasers, provided that such
approval shall not be unreasonably withheld, or file an appropriate document that is incorporated
by reference to correct such untrue statement or omission, and deliver a copy of such supplement or
amendment to each Purchaser. The Company shall also promptly notify each Investor in writing (i)
of any request by the SEC for amendments or supplements to a Registration Statement, or related
prospectus or related information, and (ii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.




          (f) The Company shall use its reasonable best efforts to prevent the issuance of any stop
order or other suspension of effectiveness of a Registration Statement, or the suspension of the
qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an
order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify each Purchaser of the issuance of such order and the resolution
thereof or its receipt of actual notice of the initiation or threat of any proceeding for such
purpose.




          (g) The Company shall hold in confidence and not make any disclosure of information concerning
a Purchaser provided to the Company unless (i) disclosure of such information is necessary to
comply with Securities Laws, (ii) the disclosure of such information is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise required under the
Securities Act, (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 of this Agreement or any other agreement. The Company agrees that it shall, upon learning
that disclosure of such information concerning a Purchaser is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt written notice to
such Purchaser and allow such Purchaser, at the Purchaser’s expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such information.




          (h) The Company shall use its reasonable best efforts to (i) cause all of the Registrable
Securities covered by a Registration Statement to be listed on each securities exchange on which
securities of the same class or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the rules of such exchange, and (ii)
designation and quotation of all of the Registrable Securities covered by a Registration Statement
on the NYSE. The Company shall pay all fees and expenses in connection with satisfying its
obligation under this section 3(h).




          (i) The Company shall use its reasonable best efforts to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities that are sold pursuant to a Registration Statement and enable such certificates to be in
such denominations or amounts, as the case may be, as a Purchaser may reasonably request and
registered in such names as such Purchaser may request; provided that the Company is entitled to
receive, upon request made to a Purchaser, in connection with a delivery of Registrable
Securities not containing any legend, written confirmation of the matters set forth in section
4(c) hereof.




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          (j) Notwithstanding anything in this Agreement to the contrary, the Company may, by written
notice to the holders of Registrable Securities, suspend sales under a Registration Statement after
the effective date thereof and/or require that such holders immediately cease the sale of Common
Shares pursuant thereto and/or defer the filing of any subsequent Registration Statement if: (i)
the Company is in possession of material non-public information relating to a material merger,
acquisition, sale or similar material transaction, and (ii) in the opinion of legal counsel for the
Company sales under the Registration Statement are required to be suspended. Upon receipt of such
notice, each holder of Registrable Securities shall immediately discontinue any sales of
Registrable Securities pursuant to such registration until such holder has received copies of a
supplemented or amended prospectus or until such holder is advised in writing by the Company that
the then-current prospectus may be used and has received copies of any additional or supplemental
filings that are incorporated or deemed incorporated by reference in such prospectus. In no event,
however, shall this right be exercised to suspend sales beyond the period during which (in the good
faith determination of the Company’s Board of Directors) the failure to require such suspension
would be materially detrimental to the Company. The Company’s rights under this
section 3(j) may not be exercised for a period of more than 120 days in any 12-month
period. Immediately after the end of any suspension period under this section 3(j), the
Company shall take all necessary actions (including filing any required supplemental prospectus) to
restore the effectiveness of the applicable Registration Statement and the ability of the holders
of Registrable Securities to publicly resell their Registrable Securities pursuant to such
effective Registration Statement.




     4. Obligations of the Purchasers.



          (a) At least five Business Days prior to the first anticipated filing date of a Registration
Statement, the Company shall notify each Purchaser in writing of the information the Company
requires from each such Purchaser if such Purchaser elects to have any of such Purchaser’s
Registrable Securities included in such Registration Statement. It shall be a condition precedent
to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Purchaser and any special interest or default
resulting from such failure, that such Purchaser shall furnish to the Company such information
regarding itself, the Registrable Securities held by it and the intended method of disposition of
the Registrable Securities held by it and such other information requested by the Company as shall
be reasonably required to effect the effectiveness of the registration of such Registrable
Securities.




          (b) Each Purchaser agrees that, upon receipt of any notice from the Company, the first
sentence of section 3(e) or a suspension period under section 3(i) (a “Suspension
Notice”), such Purchaser will (i) immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities until such
Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by the
first sentence of section 3(e) or Purchaser’s receipt of notice from the Company that no
supplement or amendment is required, and (ii) if so requested by the Company, deliver to the
Company or destroy all copies of the prospectus covering the Registrable Securities in its
possession at the time of receipt of such Suspension Notice. Notwithstanding anything to the
contrary contained herein, the Company shall cause the transfer agent to deliver unlegended Common
Shares to a transferee of a Purchaser in accordance with the terms of the Purchase Agreement in
connection with any sale of



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Registrable Securities with respect to which a Purchaser has entered into a contract for sale
and delivered a copy of the applicable prospectus prior to the Purchaser’s receipt of a Suspension
Notice and for which the Purchaser has not yet settled.




          (c) Each Purchaser covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act, in each case, as applicable to it in connection with sales of
Registrable Securities pursuant to the Registration Statement and shall sell the Registrable
Securities only in accordance with a method of disposition described in the Registration Statement.




     5. Expenses of Registration. All reasonable expenses, other than underwriting
discounts, commissions and other selling expenses, incurred in connection with registrations,
filings or qualifications pursuant to sections 2 and 3 of this Agreement,
including, without limitation, all registration, listing and qualifications fees, printers and
accounting fees, and fees and disbursements of legal counsel for the Company shall be paid by the
Company.



     6. Indemnification.



          (a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold
harmless and defend each Purchaser and its directors, officers, members, partners, employees,
agents, and each Person, if any, who controls such Purchaser within the meaning of the Securities
Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities or expenses, joint or several, (collectively, “Claims”) incurred as a result of, or in
investigating, preparing or defending against any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC (“Indemnified Damages”), to which any of
them may become subject insofar as such Claims or Indemnified Damages arise out of or are based
upon (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in
which Registrable Securities are offered, or (ii) the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading or any untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration Statement, or
contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC, as applicable, but only in respect of the period
thereafter) or the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in the light of the circumstances under which the statements
therein were made, not misleading (the matters in the foregoing clauses (i) through (ii) being,
collectively, “Violations”). Subject to section 6(c), the Company shall reimburse the
Indemnified Persons promptly upon demand, as such expenses are incurred and are due and payable,
for any reasonable and documented legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding anything to the
contrary contained in this section 6(a), the indemnity agreement contained in this
section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or
based upon a Violation which occurs in reliance upon and in conformity with information furnished
in writing to the Company by such Indemnified Person expressly for use in connection with the
preparation of the Registration Statement or



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any such amendment thereof or supplement thereto, if such prospectus was timely made available
by the Company pursuant to section 3(d); (ii) with respect to any preliminary prospectus,
shall not inure to the benefit of any such Person from whom the Person asserting any such Claim
purchased the Registrable Securities that are the subject thereof (or to the benefit of any Person
controlling such Person) if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such
prospectus was timely made available by the Company pursuant to section 3(d), but only in
respect of the period thereafter; and (iii) shall not be available to the extent such Claim is
based on a failure of the Purchaser to deliver or to cause to be delivered the prospectus made
available by the Company, including a corrected prospectus, but only in respect of the period
thereafter, if such prospectus or corrected prospectus was timely made available by the Company
pursuant to section 3(d). Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of the Registrable Securities by the Purchasers pursuant to section 8.




          (b) In connection with any Registration Statement in which a Purchaser is participating, each
such Purchaser agrees to severally and not jointly indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in section 6(a), the Company, each of its
directors, each of its officers who signs the Registration Statement and each Person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange Act (each, an
“Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become
subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or
Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and
only to the extent, that such Violation occurs in reliance upon and in conformity with written
information furnished to the Company by such Purchaser expressly for use in connection with such
Registration Statement; and, subject to section 6(c), such Purchaser will reimburse any
reasonable and documented legal or other reasonable and documented expenses incurred by an
Indemnified Party in connection with investigating or defending any such Claim; provided, however,
that the Purchaser shall be liable under this section 6(b) for only that amount of a Claim
or Indemnified Damages as does not exceed the net proceeds to such Purchaser as a result of the
sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Indemnified
Party and shall survive the transfer of the Registrable Securities by the Purchasers pursuant to
section 8. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this section 6(b) with respect to any preliminary prospectus shall
not inure to the benefit of any indemnified Party if the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented.




          (c) Promptly after receipt by an Indemnified Person or Indemnified Party under this
section 6 of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying party under this
section 6, deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to
assume control of the defense thereof with counsel mutually satisfactory




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to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may
be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to
retain its own counsel with the reasonable and documented fees and expenses of not more than one
counsel in each applicable jurisdiction for such Indemnified Person or Indemnified Party to be paid
by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or potential differing interests between
such Indemnified Person or Indemnified Party and any other party represented by such counsel in
such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such action or Claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or Claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person reasonably apprised at
all times as to the status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or proceeding effected
without its prior written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any
judgment or enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or
Indemnified Person of a release from all liability in respect to such Claim or litigation.
Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to
all rights of the Indemnified Party or Indemnified Person with respect to all third parties (except
for other Indemnified Parties), firms or corporations relating to the matter for which
indemnification has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified Party under this section 6,
except to the extent that the indemnifying party is prejudiced in its ability to defend such
action.




          (d) The indemnification required by this section 6 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are
received or Indemnified Damages are incurred.




          (e) The indemnity agreements contained herein shall be in addition to (i) any cause of action
or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or
others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.




          (f) In no event shall the Company, nor its directors, officers, employees, or agents be liable
for any indirect, incidental, special, exemplary, or consequential damages however caused and on
any theory of liability, whether in contract, strict liability, or tort (including negligence or
otherwise) arising in any way from or out of breach of this Agreement by the Company;
provided, however, no Indemnified Damages arising out of Claims by third parties
against an Indemnified Party shall be subject to the limitations of this section 6(f) regardless of
the theory or theories of liability or damages asserted by such third party.




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     7. Contribution. To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with
respect to any amounts for which it would otherwise be liable under section 6 to the
fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of
Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning
of section 11(f) of the Securities Act) in connection with such sale shall be entitled to
contribution from any Person involved in such sale of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall
be limited in amount to the net amount of proceeds received by such seller from the sale of such
Registrable Securities pursuant to such Registration Statement.



     8. Assignment of Registration Rights. The rights under this Agreement of the
Purchasers shall not be assignable by the Purchasers to any transferee without the prior written
consent of the Company, except that GBK may assign rights under this Agreement to the George Kaiser
Family Foundation to the extent of and with respect to any Registrable Securities that are
transferred as a gift to that foundation by GBK in up to two separate transfers.



     9. Amendment of Registration Rights. Provisions of this Agreement may be amended and
the observance thereof maybe waived (either generally or in a particular instance and either
retroactively or prospectively), only with the prior written consent of the Company and GBK. Any
amendment or waiver effected in accordance with this section 9 shall be binding upon each
Purchaser and the Company. No such amendment shall be effective to the extent that it applies to
less than all of the holders of the Registrable Securities. No consideration shall be offered or
paid to any Person to amend or consent to a waiver or modification of any provision of any of this
Agreement unless the same consideration also is offered to all of the parties to this Agreement.



     10. Miscellaneous.



          (a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or
is deemed to own of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from
the record owner of such Registrable Securities.




          (b) Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i)
upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one Business Day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:




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If to the Company:



123 Robert S. Kerr Avenue

Oklahoma City, Oklahoma 73102

Fax: 405-848-5143

Attention: Chief Executive Office



With a copy to:



123 Robert S. Kerr Avenue

Oklahoma City, Oklahoma 73102

Fax: 405-429-5983

Attention: General Counsel



If to GBK:



George B. Kaiser

6733 South Yale Avenue

Tulsa, Oklahoma 74136

Fax: 918-491-4694

Attention: Don Millican



With a copy to:



Steve Walton

Frederic Dorwart, Lawyers

124 East 4th Street

Tulsa, Oklahoma 74103

Fax: 918-583-8251



If to CIT:



Pooled CIT Investments, L.L.C.

6733 South Yale Avenue

Tulsa, Oklahoma 74136

Fax: 918-491-4694



With a copy to:



Steve Walton

Frederic Dorwart, Lawyers

124 East 4th Street

Tulsa, Oklahoma 74103

Fax: 918-583-8251



Notice may also be given to such other address and/or facsimile number and/or to the attention of
such other Person as the recipient party has specified by written notice given to each other party
five days prior to the effectiveness of such change. Written confirmation of



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receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii)
mechanically or electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such transmission, or (iii)
provided by a courier or overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively




          (c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.




          (d) ALL QUESTIONS CONCERNING ‘THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF
THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK
OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTIONS OTHER
THAN THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF OKLAHOMA CITY, OKLAHOMA, FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT,
ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY
THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT
SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING
CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER
PERMITTED BY LAW. IF ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID OR UNENFORCEABLE IN ANY
JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF THE REMAINDER OF THIS AGREEMENT IN THAT JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT IN ANY OTHER JURISDICTION. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.




          (e) This Agreement constitutes the entire agreement among the parties hereto with respect to
the subject matter hereof. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein. This Agreement



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supersedes all prior agreements and understandings among the parties hereto with respect to
the subject matter hereof.




          (f) Subject to the requirements of section 8 above, this Agreement shall inure to the
benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.




          (g) The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning or interpretation hereof. When a reference is made in this
Agreement to a section, such reference shall be to a section of this Agreement, unless otherwise
clearly indicated. Whenever the word “including” is used in this Agreement, it shall be deemed to
be followed by the words “without limitation.” The use of any gender herein shall be deemed to be
or include the other genders and the use of the singular herein shall be deemed to be or include
the plural (and vice versa), wherever appropriate.




          (h) This Agreement may be executed in identical counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same agreement. This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile transmission of a
copy of this Agreement bearing the signature of the party so delivering this Agreement.




          (i) Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as any other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.




          (j) The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rules of strict construction will be applied against
any party.




          (k) This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.




          (l) Unless otherwise indicated, all dollar amounts referred to in this Agreement are in
United States Dollars. All amounts owing under this Agreement are payable in United States
Dollars. All amounts denominated in other currencies shall be converted in the United States
dollar equivalent amount in accordance with the applicable exchange rate in effect on the date of
calculation.




          (m) The obligations of each Purchaser hereunder are several and not joint with the
obligations of any other Purchaser, and no provision of this Agreement is intended to confer any
obligations on any Purchaser vis-a-vis any other Purchaser. Nothing contained herein, and no
action taken by any Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchaser are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated herein.




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          (n) Except as otherwise required by applicable law or legal process or stock exchange
requirements, no Purchaser may make any public announcement concerning this Agreement or the
transactions contemplated by this Agreement without obtaining the prior written consent of the
Company and giving the Company no less than 48 hours to review and comment on such public
announcement prior to release.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES TO FOLLOW]




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



	 	 	 	 	 
	 	SandRidge Energy, Inc.

 	 
	 	By:  	/s/ Dirk M. Van Doren
 	 
	 	 	Name:  	Dirk M. Van Doren 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES OF PURCHASERS TO FOLLOW]




Signature Page to Registration Rights Agreement




 









 





	 	 	 	 	 
	 	PURCHASERS:



George B. Kaiser

 	 
	 	By:  	/s/ Frederic Dorwart
 	 
	 	 	Name:  	Frederic Dorwart 	 
	 	 	Title:  	IAW Power of Attorney

dated April 27, 2004 	 
	 
	 	Pooled CIT Investments, L.L.C.

 	 
	 	By:  	/s/ Frederic Dorwart
 	 
	 	 	Name:  	Frederic Dorwart 	 
	 	 	Title:  	President 	 
	 



Signature Page to Registration Rights Agreement