exv4w10



 





Exhibit 4.10




 





SHAREHOLDERS’ AGREEMENT




among




SandRidge Energy, Inc.




and




Certain Common Shareholders of SandRidge Energy, Inc.




Dated as of March 20, 2007




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	RECITALS	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE I     DEFINITIONS	 	 	1	 
	     SECTION 1.1

	 	Certain Defined Terms
	 	 	1	 
	     SECTION 1.2

	 	Other Definitional Provisions
	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE II     TAG-ALONG RIGHTS; OTHER MATTERS	 	 	4	 
	     SECTION 2.1

	 	Tag-Along Rights.
	 	 	4	 
	     SECTION 2.2

	 	Rights and Obligations of Transferees
	 	 	5	 
	     SECTION 2.3

	 	Number of Securities
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE III     LIMITED PREEMPTIVE RIGHTS	 	 	6	 
	     SECTION 3.1

	 	Limited Preemptive Right.
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE IV     MISCELLANEOUS	 	 	7	 
	     SECTION 4.1

	 	Election of Director
	 	 	7	 
	     SECTION 4.2

	 	Amendments and Modifications
	 	 	7	 
	     SECTION 4.3

	 	Successors, Assigns and Transferees
	 	 	7	 
	     SECTION 4.4

	 	Legend
	 	 	7	 
	     SECTION 4.5

	 	Notices
	 	 	8	 
	     SECTION 4.6

	 	Further Assurances
	 	 	9	 
	     SECTION 4.7

	 	Entire Agreement
	 	 	9	 
	     SECTION 4.8

	 	Conflicting Agreements
	 	 	9	 
	     SECTION 4.9

	 	Delays or Omissions
	 	 	9	 
	     SECTION 4.10

	 	Governing Law; Waiver of Jury Trial
	 	 	9	 
	     SECTION 4.11

	 	Severability
	 	 	9	 
	     SECTION 4.12

	 	Enforcement
	 	 	9	 
	     SECTION 4.13

	 	Agents for Shareholders
	 	 	10	 
	     SECTION 4.14

	 	Titles and Subtitles
	 	 	10	 
	     SECTION 4.15

	 	Counterparts; Facsimile Signatures
	 	 	10	 






 









 





     This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered as of March 20, 2007, among
SandRidge Energy, Inc., a Delaware corporation (the “Company”), and the other parties listed on the
signature pages hereto.



RECITALS




     WHEREAS, pursuant to the Stock Purchase Agreement, dated as of February 12, 2007 (the
“Purchase Agreement”), by and among the Company, Tom L. Ward, and certain Purchasers, the
Purchasers agreed to purchase an aggregate of 17,780,655 shares of Common Stock ;



     WHEREAS, the number of shares of Common Stock and any other Company Equity Securities owned by
Tom L. Ward and his respective Permitted Transferees on the date hereof are identified on
Schedule A hereto;



     WHEREAS, the Company and certain shareholders, including Tom L. Ward, entered into a previous
Shareholder Agreement dated as of November 21, 2006 which, among other terms, contains certain
tag-along and pre-emptive rights provisions (the “Existing Shareholder Agreement”);



     WHEREAS, the Company and certain other shareholders, including Tom L. Ward, entered into a
previous Securities Purchase Agreement dated as of November 21, 2006, which, among other terms,
contains certain tag-along and pre-emptive rights provisions (the “Existing Purchase
Agreement”); and



     WHEREAS, each of the parties hereto desires to promote the interests of the Company and the
mutual interests of the parties hereto by establishing herein certain terms and conditions upon
which the shares of Common Stock and any other Company Equity Securities (hereinafter defined) will
be held.



     NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises
hereinafter set forth, the parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS




          SECTION 1.1 Certain Defined Terms. Terms not otherwise defined herein shall have the
same meaning as provided in the Purchase Agreement. As used herein, the following terms shall have
the following meanings:




     “Affiliate” means, with respect to any Person, any Person directly or indirectly
controlling, controlled by or under common control with such Person.



     “Agreement” has the meaning assigned to such term in the preamble.



     “Ares” shall mean Ares Corporate Opportunities Fund II, L.P.



     “Ares Agent” has the meaning assigned to such term in Section 4.13.



 









 





     “beneficial owner” or “beneficially own” has the meaning given such term in
Rule 13d-3 under the Exchange Act and a Person’s beneficial ownership of Shares shall be calculated
in accordance with the provisions of such Rule; provided, however, that for
purposes of determining beneficial ownership, no Person shall be deemed to beneficially own any
security solely as a result of such Person’s execution of this Agreement.



     “Board” means the board of directors of the Company.



     “Business Day” means any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by law to be closed in the City of New York.



     “Company” has the meaning assigned to such term in the preamble.



     “Company Equity Securities” means (i) Common Stock, (ii) Equity Interest Equivalents
of the Company and (iii) any other capital stock of the Company.



     “control” (including the terms “controlled by” and “under common control
with”), with respect to the relationship between or among two or more Persons, means the
possession, directly or indirectly, of the power to direct or cause the direction of the affairs or
management of a Person, whether through the ownership of voting securities, as trustee or executor,
by contract or otherwise.



     “Equity Interest Equivalents” means all rights, warrants, options, convertible
securities (including the Preferred Stock) or indebtedness, exchangeable securities or other
instruments, or other rights that are outstanding and exercisable for or convertible or
exchangeable into, directly or indirectly, any shares of Common Stock; provided that the Common
Units and related Preferred Stock Warrants shall be treated as Equity Interest Equivalents only to
the extent of Common Stock issued pursuant to the Existing Purchase Agreement as part of a Common
Unit.



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



     “Existing Agreements” means collectively the Existing Shareholder Agreement and the
Existing Purchase Agreement.



     “Existing Shareholder Agreement” has the meaning assigned to such term in the
recitals.



     “Existing Purchase Agreement” has the meaning assigned to such term in the recitals.



     “IPO” shall have the meaning set forth in the Certificate of Designation .



     “Permitted Transferee” shall mean (i) with respect to Ward, his wife, children and
grandchildren and any entities, trusts and other Affiliates, whether or not controlled, the sole
beneficiaries or beneficial owners of which are Ward, his wife, children and grandchildren (and
such entities, trusts or Affiliates of which Ward, his wife, children and grandchildren are the
sole direct or indirect beneficiaries or beneficial owners), or (ii) with respect to any
Shareholder (other than Ward), an Affiliate of such Shareholder; provided, however, that in each
case such Transferee shall agree in a writing in the form attached as Exhibit A hereto to be bound
by and to



2









 







comply with all applicable provisions of this Agreement; provided, further,
however, that in no event shall a “Permitted Transferee” be the Company or any of its
Subsidiaries.



     “Person” means any individual, corporation, limited liability company, limited or
general partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivisions thereof.



     “Preemptive Notice” has the meaning assigned to such term in Section 3.1(b).



     “Preemptive Right Proportionate Number” has the meaning assigned to such term in
Section 3.1(a).



     “Purchase Agreement” has the meaning assigned to such term in the recitals.



     “Purchasers” means (i) Ares and (ii) any Person to whom Ares Transfers Shares on or
prior to the 30th day following the Closing Date and who, upon such Transfer, agrees in a writing
in the form attached as Exhibit A hereto to be bound by and to comply with all applicable
provisions of this Agreement.



     “Purchaser Sale Notice” has the meaning assigned to such term in Section
2.1(a).



     “Purchaser Tag-along Period” shall mean that period beginning as of the date of this
Agreement and expiring on the date that is two years from the date of a Qualified Public Offering.



     “Purchaser Tag-along Sale” has the meaning assigned to such term in Section
2.1(a).



     “Qualified Public Offering” shall have the meaning set forth in the Existing
Shareholder Agreement.



     “Response Period” has the meaning assigned to such term in Section 2.1(a).



     “SEC” means the Securities and Exchange Commission or any other federal agency at the
time administering the Securities Act or the Exchange Act.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



     “Shares” means, as of any date, (i) with respect to Ward and his Permitted
Transferees, the shares of Common Stock and any other Company Equity Securities held by such
Persons as of such date, and (ii) with respect to the Purchasers and their Permitted Transferees,
the shares of Common Stock which were acquired by Purchasers pursuant to the Purchase Agreement or
pursuant to an exercise of pre-emptive rights hereunder and held by Purchasers and their Permitted
Transferees as of such date.



     “Shareholder” means any holder of Common Stock which is a party to this Agreement.



     “Taggable Shares” has the meaning assigned to such term in Section 2.1(a).



3









 





     “Tagging Shareholder” means a shareholder entitled to tag-along rights under this
Agreement or either of the Existing Agreements, as the case may be.



     “TW Agent” has the meaning assigned to such term in Section 4.13.



     “Ward” means Tom L. Ward and his Permitted Transferees.



          SECTION 1.2 Other Definitional Provisions. (a) The words “hereof,” “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement, and Article and Section
references are to this Agreement unless otherwise specified.




               (b) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.



               (c) All references in this Agreement to “Common Stock”, “Company Equity Securities” and
“Shares” shall include any securities of the Company issued in respect thereof, or in substitution
therefor, in connection with any stock split, dividend or combination, or any reclassification,
recapitalization, merger, consolidation, exchange or other similar reorganization



               (d) For the avoidance of doubt, with respect to the provisions of this Agreement requires the
calculation of the number or percentage of Common Stock, Company Equity Securities or Shares on a
fully diluted basis, such calculation shall assume the conversion or exercise of any convertible
securities, options, warrants or similar securities.



ARTICLE II




TAG-ALONG RIGHTS; OTHER MATTERS




          SECTION 2.1 Tag-Along Rights.




               (a) In the event that, in connection with a proposed Sale of Shares by Ward or any of his
Permitted Transferees during the Purchaser Tag-along Period (any such proposed Sale by Ward or any
of his Permitted Transferees, a “Purchaser Tag-along Sale”), Purchasers will be afforded a
tag-along right to participate in such proposed Sale in accordance with this Section 2.1.
Ward agrees to use his commercially reasonable efforts to structure any such Sale in such a manner
so as to afford each Purchaser that desires to Sell on the terms provided herein the right to Sell
the same percentage of the total number of Shares owned by such Purchaser as the percentage that
the Shares proposed to be sold by Ward and his Permitted Transferees represent of their aggregate
beneficial Share ownership. In the event that the full number of Shares cannot be sold by
Purchasers due to the exercise of prior tag-along rights under the Existing Agreements or
otherwise, then Ward shall, and he shall cause his Permitted Transferees to, reduce the number of
Shares they propose to Sell to a number of Shares such that the percentage of their aggregate
beneficial Share ownership to be sold by Ward and his Permitted Transferees is equal to the highest
percentage of Shares that may be sold by a Purchaser who has elected to Sell Shares (allocating the
Company Equity Securities available to be Sold by the Purchasers based on the relative numbers of
Shares sought to be sold by each such



4









 







Purchaser in their Purchaser Tag-along Notice). In the event no Shares can be sold by
Purchasers electing to Sell Shares, Ward shall not, and he shall not permit his Permitted
Transferees to, consummate any such Purchaser Tag-along Sale. If Ward or any of his Permitted
Transferees proposes a Sale of Shares during the Purchaser Tag-along Period, Ward shall deliver to
each of the Purchasers a written notice (a “Purchaser Sale Notice”), which notice shall state (i)
the name of the proposed Transferee, (ii) the number of shares to be sold (“Taggable Shares”) and
the percentage of aggregate beneficial ownership proposed to be sold in such Sale by Ward and his
Permitted Transferees, (iii) the proposed purchase price therefor, including a description of any
non-cash consideration (along with any reports and other material documents (and summaries of any
other material oral information) relevant to the valuation of such non-cash consideration which
Ward or its Permitted Transferees has, so long as the Purchaser agrees to keep such reports,
documents and information confidential), and (iv) the other material terms and conditions of the
proposed Sale, including the proposed closing date (which date may not be less than fifteen (15)
Business Days after delivery of the Purchaser Sale Notice). Each Purchaser desiring to participate
in any such Sale shall deliver to Ward, within fifteen (15) Business Days after the delivery to all
Purchasers of the Purchaser Sale Notice (the “Response Period”), a written notice (a “Purchaser
Tag-along Notice”), which notice shall state that such Purchaser elects to exercise its tag-along
rights under this Section 2.1 and shall state the maximum number of Shares sought to be sold by
such Purchaser.



               (b) Each Purchaser, if it has elected to exercise its tag-along rights provided under this
Section 2.1, shall participate in the Sale by delivering to Ward at the closing of the Sale
of the Shares of Ward and/or his Permitted Transferees to the Transferee certificates representing
the Shares to be sold by the Tagging Shareholder, duly endorsed for transfer, against payment of
the aggregate purchase price therefor.



               (c) Transfers by Ward to his Permitted Transferees or by one of his Permitted Transferees to
him or another of his Permitted Transferees shall not be subject to the tag-along rights provided
under this Section 2.1.



               (d) Notwithstanding the other provisions of this Section 2.1, with respect to any
Block Trade of a Substantial Block (both as defined in the Existing Shareholders Agreement) under a
registration statement pursuant to Article IV of the Existing Shareholders Agreement, (i) the
fifteen (15) Business Day period referred to in Section 2.1(a) shall be reduced to a three
(3) Business Day period and (ii) the Purchaser Sale Notice may omit the name of the proposed
Transferee and may specify the proposed minimum purchase price (in lieu of the purchase price).



               (e) This Section 2.1 shall terminate without any further force and effect upon expiration of
the Purchaser Tag-along Period.



          SECTION 2.2 Rights and Obligations of Transferees. No Transferee of any Purchaser
(except a Permitted Transferee) shall be entitled to any rights under this Agreement except as
provided in this Section 2.2. A Permitted Transferee shall be permitted to exercise all rights of
the Transferring Purchaser under this Agreement, and shall be required to assume all of the
obligations of the Transferring Purchaser under this Agreement, with respect to the Shares
Transferred.




5









 








          SECTION 2.3 Number of Securities. Ward hereby represents and warrants as of the date
hereof that set forth on Schedule A is the number of Shares and any other Company Equity
Securities beneficially owned by Ward and his Permitted Transferees as of the date of this
Agreement. If any provision of this Agreement which requires the calculation of the number of
Shares and any other Company Equity Securities beneficially owned by any Shareholder and its
Permitted Transferees becomes applicable after the date hereof, such Shareholder shall provide to
the other Shareholders the number of Shares and any other Company Equity Securities beneficially
owned by such Shareholder and its Permitted Transferees.




ARTICLE III




LIMITED PREEMPTIVE RIGHTS




          SECTION 3.1 Limited Preemptive Right.




               (a) If at any time prior to the completion of an IPO, the Company proposes to Sell, issue or
otherwise Transfer any Company Equity Security (but, in the event such sale, issuance or transfer
is pursuant to a public offering or occurs concurrently with a public offering, less the
underwriters’ discount or commissions for such public offering), then each Purchaser shall have the
right to purchase the Preemptive Right Proportionate Number of Company Equity Securities being
offered at the same price and terms as those offered by the Company, provided that the preemptive
right provided under this Section 3.1 shall not be applicable to sales or issuances of Excluded
Stock (as defined in the Certificate of Designation). The “Preemptive Right Proportionate Number”
shall be, at any given time, a number equal to (i) the number of Shares beneficially owned by such
Purchaser at such time multiplied by (ii) a fraction, the numerator of which is the total number of
shares of Common Stock or other Company Equity Securities proposed to be issued or sold by the
Company at such time and the denominator of which is the total number of Shares outstanding
immediately prior to the date of the Preemptive Notice. For the avoidance of doubt, this Section
3.1 shall not be applicable to the conversion or exercise of any convertible securities, warrants,
options or similar securities so long as the sale or issuance of such securities was made in
accordance with this Section 3.1.



               (b) In the event the Company proposes to undertake a sale or issuance of Company Equity
Securities to which this Section 3.1 applies, it shall provide each Purchaser written notice (the
“Preemptive Notice”) of its intention to do so (attaching copies of the most current drafts of any
term sheets, agreements or other documents relating thereto), specifying the proposed price (it
being understood that the form of consideration shall be cash or tangible assets only), the
identity of the purchaser and the material terms upon which the Company proposes to Sell, issue or
otherwise Transfer the same. The Purchaser shall have five (5) Business Days from the delivery
date of any Preemptive Notice to agree to purchase (if the form of consideration is tangible
assets, at such Purchaser’s option, for cash and/or the same type of tangible assets of equal
value), on the same closing date as the Company an amount of Company Equity Securities up to the
Preemptive Right Proportionate Number (in each case calculated prior to the issuance) for the price
and upon the terms specified in the Preemptive Notice by giving written notice to the Company and
stating therein the amount of Company Equity Securities to be purchased. If a definitive agreement
for the purchase of such Company Equity Securities is not provided along with the Preemptive
Notice, Purchaser’s election to purchase Company Equity Securities



6









 







pursuant to such Preemptive Notice shall not be binding until a definitive agreement is
executed (but, subject to Section 3.1(c), an election to not purchase shall be binding).



               (c) In the event Purchasers do not purchase all of the Preemptive Right Proportionate Number
of Company Equity Securities pursuant to this Section 3.1, the Company shall have 180 days after
the date of the Preemptive Notice to consummate the sale or issuance of the Company Equity
Securities with respect to which Purchasers’ preemptive rights were not exercised to any Person at
or above the price and upon terms not more favorable in any material respect (it being understood
and agreed that any increase in the number of Company Equity Securities or any decrease in the
price thereof shall be deemed material for this purpose) than the terms specified in the initial
Preemptive Notice given in connection with such sale or issuance.



ARTICLE IV




MISCELLANEOUS




          SECTION 4.1 Election of Director. The Company shall, upon request of Ares, cause a
director designated by Ares pursuant to the Purchase Agreement to be placed on the ballot for
reelection on any proxy statement prepared by the Company and its management for the Company’s
Annual Meeting of Stockholders to be held in 2008. Ward agrees to vote, and to use reasonable
efforts to cause his Permitted Transferees to vote, in favor of the Ares designee for director at
the 2008 Annual Meeting of Stockholders. From and after the date hereof, the Company agrees to use
its commercially reasonable efforts to obtain from Malone Mitchell for the benefit of Ares a voting
agreement commensurate with Ward’s agreement in the immediately preceding sentence.
Notwithstanding the foregoing, neither the Company nor Ward shall have any obligations pursuant to
this Section 4.1 on and following the date that Ares and its Permitted Transferees cease to
beneficially own at least 5,555,556 Shares (subject to adjustment for any stock split, dividend or
combination, or any reclassification, recapitalization, merger, consolidation, exchange or other
similar reorganization).




          SECTION 4.2 Amendments and Modifications. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be effective without the
approval of the Company and each Shareholder; provided, that the Company or any Shareholder may
waive (in writing) the benefit of any provision of this Agreement with respect to itself for any
purpose. The failure of any party to enforce any of the provisions of this Agreement shall in no
way be construed as a waiver of such provisions and shall not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance with its terms.




          SECTION 4.3 Successors, Assigns and Transferees. This Agreement shall bind and inure
to the benefit of and be enforceable by the parties hereto and their respective successors and
permitted assigns. Shareholders may assign their respective rights and obligations hereunder to
any Transferees only to the extent expressly provided herein.




          SECTION 4.4 Legend. (a) All certificates (if any) representing the Shares held by
Ward and his Permitted Transferees shall bear a legend substantially in the following form:




7









 





          THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT (A COPY
OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE HOLDER OF THIS CERTIFICATE, BY
ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY SUCH SHAREHOLDERS AGREEMENT.




               (b) Upon the termination of this Agreement, the certificates representing such Shares shall be
replaced, at the expense of the Company, with certificates or instruments not bearing the legends
required by this Section 4.4.



          SECTION 4.5 Notices. All notices and other communications hereunder shall be in
writing and delivered (i) personally, (ii) by overnight courier or (iii) facsimile (with a PDF or
other copy by electronic mail), and shall be deemed duly given on the date of delivery. All notices
hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be
designated in writing by the party to receive such notice.




	 	 	 
	 
	 	 
	If to the Company or Ward

	 	SandRidge Energy, Inc.
	 

	 	1601 Northwest Expressway, Suite 1600
	 

	 	Oklahoma City, OK 73118
	 

	 	Attention: General Counsel
	 

	 	Facsimile No.: (405) 753- 5975
	 

	 	Email: mmccann@sdrge.com
	 
	 	 
	with a copy to:

	 	Vinson & Elkins LLP
	(which shall not

	 	1001 Fannin Street, Suite 2500
	constitute notice)

	 	Houston, Texas 77024
	 

	 	Attention: T. Mark Kelly, Esq.
	 

	 	                  James M. Prince, Esq.
	 

	 	Facsimile No.: (713) 615-5962
	 

	 	Email: mkelly@velaw.com
	 

	 	Email: jprince@velaw.com
	 
	 	 
	If to Ares

	 	Ares Management
	 

	 	1999 Avenue of the Stars, Suite 1900
	 

	 	Los Angeles, California 90067
	 

	 	Attention: Jeffrey Serota
	 

	 	Facsimile No.: (310) 201-4157
	 
	 	 
	with a copy to:

	 	Sullivan & Cromwell LLP
	(which shall not

	 	1888 Century Park East
	constitute notice)

	 	Los Angeles, California 90067-1725
	 

	 	Attention: Alison S. Ressler, Esq.
	 

	 	                 Patrick S. Brown, Esq.
	 

	 	Facsimile No.: (310) 712-8800
	 

	 	Email: resslera@sullcrom.com
	 

	 	Email: brownp@sullcrom.com






8









 








          SECTION 4.6 Further Assurances. At any time or from time to time after the date
hereof, the parties agree to cooperate with each other, and at the request of any other party, to
execute and deliver any further instruments or documents and to take all such further action as the
other party may reasonably request in order to evidence or effectuate the consummation of the
transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.




          SECTION 4.7 Entire Agreement. Except as otherwise expressly set forth herein, this
Agreement embodies the complete agreement and understanding among the parties hereto with respect
to the subject matter hereof and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, that may have related to the subject
matter hereof in any way (including, without limitation, the Letter of Intent).




          SECTION 4.8 Conflicting Agreements. Each party hereto represents to the other parties
hereto that such party has not granted and is not a party to any proxy, voting trust or other
agreement which is inconsistent with or conflicts with any provision of this Agreement.




          SECTION 4.9 Delays or Omissions. It is agreed that no delay or omission to exercise
any right, power or remedy accruing to any party, upon any breach, default or noncompliance by
another party under this Agreement, shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein,
or of or in any similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent or approval of any kind or character on the part of any
party hereto of any breach, default or noncompliance under this Agreement or any waiver on such
party’s part of any provisions or conditions of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in such writing. All remedies, either under
this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not
alternative.




          SECTION 4.10 Governing Law; Waiver of Jury Trial. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware. Further, each party hereto
hereby waives all right to trial by jury in any claim, action, proceeding or counterclaim by any
party hereto on any matters arising out of or in any way connected with this Agreement.




          SECTION 4.11 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.




          SECTION 4.12 Enforcement. Each party hereto acknowledges that money damages would not
be an adequate remedy in the event that any of the covenants or agreements in this Agreement are
not performed in accordance with its terms, and it is therefore agreed that




9









 







in addition to and without limiting any other remedy or right it may have, the non-breaching
party will have the right to an injunction, temporary restraining order or other equitable relief
in any court of competent jurisdiction enjoining any such breach and enforcing specifically the
terms and provisions hereof.




          SECTION 4.13 Agents for Shareholders. (a) Ward or another Person named in any
written notice to the other parties hereto after the date hereof and signed by Ward and all of his
Permitted Transferees (the “TW Agent”) shall act as the sole agent for Ward and each of his
Permitted Transferees and shall be authorized to exercise all rights of Ward and his Permitted
Transferees hereunder. The TW Agent shall have sole power and authority to take any action on
behalf of Ward and his Permitted Transferees pursuant to this Agreement, including delivering any
notice or granting any waiver or consent hereunder, and each party hereto shall be entitled to rely
on any action taken by the TW Agent as being taken on behalf of Ward or any of his Permitted
Transferees. Any notice required to be delivered hereunder to Ward or any of his Permitted
Transferees shall be delivered to the TW Agent.




               (b) Ares or another Person named in any written notice to the other parties hereto after the
date hereof and signed by Ares and its Permitted Transferees (the “Ares Agent”) shall act as the
sole agent for Ares and each of its Permitted Transferees and shall be authorized to exercise all
rights of Ares and its Permitted Transferees hereunder. Ares shall have sole power and authority
to take any action on behalf of Ares and its Permitted Transferees pursuant to this Agreement,
including delivering any notice or granting any waiver or consent hereunder, and each party hereto
shall be entitled to rely on any action taken by Ares as being taken on behalf of Ares or any of
its Permitted Transferees. Any notice required to be delivered hereunder to Ares or any of its
Permitted Transferees shall be delivered to the Ares Agent.



          SECTION 4.14 Titles and Subtitles. The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered in construing this
Agreement.




          SECTION 4.15 Counterparts; Facsimile Signatures. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of which together shall
constitute one instrument. This Agreement may be executed by facsimile signature(s).




[Remainder of page intentionally left blank]




10









 





          IN WITNESS WHEREOF, the parties hereto have executed this Shareholders Agreement as of
the date set forth in the first paragraph hereof.




	 	 	 	 	 
	 	SANDRIDGE ENERGY, INC. 

 	 
	 	By:  	/s/ Tom L. Ward
 	 
	 	 	Name:  	Tom L. Ward                                                             	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 
	 	ARES CORPORATE OPPORTUNITIES FUND II, L.P. 



By:  ACOF OPERATING MANAGER II, L.P.,
        its manager

 	 
	 	By:  	/s/ Michael D. Weiner
 	 
	 	 	Name:  	Michael D. Weiner                                                       	 
	 	 	Title:  	Vice President, General Counsel and Secretary 	 
	 
	 
	 	ARES SANDRIDGE, L.P. 



By:  ACOF OPERATING MANAGER II, L.P.,
        its manager

 	 
	 	By:  	/s/ Michael D. Weiner
 	 
	 	 	Name:  	Michael D. Weiner                                                       	 
	 	 	Title:  	Vice President, General Counsel and Secretary 	 
	 
	 
	 	ARES SANDRIGDGE 892 INVESTORS, L.P. 



By:  ACOF OPERATING MANAGER II, L.P.,
        its manager

 	 
	 	By:  	/s/ Michael D. Weiner
 	 
	 	 	Name:  	Michael D. Weiner                                                       	 
	 	 	Title:  	Vice President, General Counsel and Secretary 	 
	 



[Shareholders Agreement Signature Page]




 









 








	 	 	 	 	 
	 	 	 
	 	   /s/ Tom L. Ward
 	 
	 	TOM L. WARD                                                                            	 
	 	 	 
	 
	 	192 INVESTMENTS, LLC 

 	 
	 	By:  	/s/ William R. Blaik
 	 
	 	 	Name:  	William R. Blaik                                                        	 
	 	 	Title:  	Manager 	 
	 



[Shareholders Agreement Signature Page]





 









 








Exhibit A




ASSIGNMENT AND ASSUMPTION AGREEMENT





     Pursuant to the Shareholders Agreement, dated as of ___, ___and (the
“Shareholders Agreement”), among SandRidge Energy, Inc., a Delaware corporation (the
“Company”), and each of the Shareholders of the Company whose name appears on the signature pages
listed therein (each, a “Shareholder” and collectively, the “Shareholders”),
___, (the “Transferor”) hereby assigns to the undersigned the rights that may be
assigned thereunder with respect to the Shares so Transferred, and the undersigned hereby agrees
that, having acquired Shares as permitted by the terms of the Shareholders Agreement, the
undersigned shall assume the obligations of the Transferor under the Shareholders Agreement with
respect to the Shares so Transferred. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Shareholders Agreement.



     Listed below is information regarding the Shares:



Number of shares of

Common Stock










 






     IN WITNESS WHEREOF, the undersigned has executed this Assumption Agreement as of ___
___, 20__.



     




	 	 	 	 	 
	 	[NAME OF TRANSFEREE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 
	 	 	 	 
	Acknowledged by:	 	 
	 
	 	 	 	 
	SANDRIDGE ENERGY, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






 









 

\






Schedule A




Common Stock and other Company Equity Securities held by Ward




Number of shares of

Common Stock




35,229,631




Number of shares of

Preferred Stock




262,857