sc13dza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JhjdrlqhSbQ8sLaz8zgLtQaKdaGAOhVgj+HUufoSbiKp+knSB/DR8NI0ymLfIdV3 p7c185UB5r1ILnKJ157mXA== 0000950134-09-000176.txt : 20090107 0000950134-09-000176.hdr.sgml : 20090107 20090107145115 ACCESSION NUMBER: 0000950134-09-000176 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090107 DATE AS OF CHANGE: 20090107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ward Tom L. CENTRAL INDEX KEY: 0001038276 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 405-753-5601 MAIL ADDRESS: STREET 1: 1601 N.W. EXPRESSWAY STREET 2: SUITE 1600 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: WARD TOM L DATE OF NAME CHANGE: 19970424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANDRIDGE ENERGY INC CENTRAL INDEX KEY: 0001349436 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 208084793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83370 FILM NUMBER: 09512854 BUSINESS ADDRESS: STREET 1: 1601 NW EXPRESSWAY STREET 2: SUITE 1600 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-753-5500 MAIL ADDRESS: STREET 1: 1601 NW EXPRESSWAY STREET 2: SUITE 1600 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: RIATA ENERGY INC DATE OF NAME CHANGE: 20060111 SC 13D/A 1 d65796sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)

SandRidge Energy, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

80007P 307
(CUSIP Number)

James H. Holloman, Jr., Esq.
20 North Broadway, Suite 1800
Oklahoma City, Oklahoma 73102
(405) 235-7700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 31, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o


CUSIP No.		80007P 307


1	NAMES OF REPORTING PERSONS: Tom L. Ward I.R.S. Identification Nos. of Above Persons (entities only)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER

NUMBER OF			28,862,997

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			31,200

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			22,323,993

WITH		10	SHARED DISPOSITIVE POWER

			6,703,798

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	29,027,791

12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:

	17.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN



Schedule 13D		Page 2 of 7 Pages

This Amendment No. 4 (this “Fourth Amendment”) to Schedule 13D is filed by Tom L. Ward (the “Reporting Person”) with respect to the Reporting Person’s beneficial ownership of shares of common stock, par value $0.001 per share (the “Common Stock”), of SandRidge Energy, Inc., a Delaware corporation (the “Issuer”). This Fourth Amendment amends the initial statement on Schedule 13D filed by the Reporting Person on November 19, 2007, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Person on March 14, 2008, Amendment No. 2 to Schedule 13D filed by the Reporting Person on June 17, 2008, and Amendment No. 3 to Schedule 13D filed by the Reporting Person on August 7, 2008 (collectively, the “Prior 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Prior 13D. Except as indicated herein, the information set forth in the Prior 13D remains unchanged.

Item 1. Security and Issuer

Item 1 is hereby amended and supplemented in the following respect: the principal executive offices of the Issuer are now located at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102.

Item 2. Identity and Background

Item 2 is hereby amended and supplemented in the following respect:

(a) No change.

(b) The business address of Tom L. Ward is 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102.

(d) No change.

(e) No change.

(f) No change.

Item 3. Source and Amount of Funds or Other Consideration

The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Fourth Amendment.

Item 4. Purpose of Transaction

The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Fourth Amendment.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:



Schedule 13D		Page 3 of 7 Pages

(a) As of the date of this Fourth Amendment, the Reporting Person is the beneficial owner of 29,027,791 shares of Common Stock, which consists of: (i) 23,126,016 shares of Common Stock owned directly by the Reporting Person in brokerage and security accounts; (ii) 133,594 shares of unvested restricted Common Stock that will vest within 60 days from the date of this Fourth Amendment; (iii) 79,000 shares of Common Stock held in an IRA for the benefit of the Reporting Person; (iv) 5,636,754 shares of Common Stock held through TLW Properties, for which the Reporting Person exercises sole voting and dispositive power; (v) 20,000 shares of Common Stock held by a minor child; (vi) 1,227 shares of Common Stock held in a 401(k) plan account for the benefit of the Reporting Person; and (vii) 31,200 shares of Common Stock through Solon L. Bloomer Family Partners Limited Partnership II (“Bloomer Family Partners”), for which the Reporting Person exercises shared voting and dispositive power, which together constitute 17.5% of the outstanding shares of Common Stock. The beneficial ownership percentage of the Reporting Person is calculated based on 166,050,056 shares of Common Stock outstanding as of November 30, 2008, based on information provided to the Reporting Person by the Issuer.

In addition to the shares of Common Stock beneficially owned by the Reporting Person described above, the Reporting Person owns 705,895 shares of unvested restricted Common Stock that will not vest within 60 days from the date of this Fourth Amendment. The restricted Common Stock owned by the Reporting Person vests in equal 25% increments annually on the anniversary date of each grant date pursuant to the following vesting schedule:


					Shares Vesting
	Shares of		Shares Vested and		and to be
Restricted	Restricted		Previously		Delivered to		Remaining
Common Stock	Common Stock		Delivered to		Reporting Person		Unvested
Grant Date	Granted		Reporting Person		Within 60 Days		Shares
01/10/2007		300,000		75,000		75,000		150,000
07/11/2007		325,000		81,250		0		243,750
01/11/2008		234,375		0		58,594		175,781
07/11/2008		136,364		0		0		136,364

Total		995,739		156,250		133,594		705,895

It is anticipated that the Reporting Person will receive additional grants of restricted stock or other equity grants in the future so long as he remains employed by the Issuer.

(b) The Reporting Person has (i) sole voting power with respect to 28,862,997 shares of Common Stock, consisting of all shares of Common Stock beneficially owned by the Reporting Person excluding (A) 133,594 shares of restricted Common Stock that vest within 60 days from the date of this Fourth Amendment, for which the Reporting Person does not yet possess voting power at the date hereof, and (B) 31,200 shares of Common Stock held by Bloomer Family Partners, for which the Reporting Person shares voting power with Ronnie D. Ward, the Reporting Person’s brother (“Co-General Partner”), as a co-general partner, and (ii) sole dispositive power with respect to 22,323,993 shares of Common Stock, consisting of all shares of Common Stock beneficially owned by the Reporting Person excluding (A) 31,200 shares of Common Stock held by Bloomer Family Partners, for which the Reporting Person



Schedule 13D		Page 4 of 7 Pages

shares dispositive power with the Co-General Partner, and (B) 6,672,598 shares of Common Stock that may be acquired by the Kaiser-Francis Charitable Income Trust-C (“CIT”) upon the exercise of a warrant granted to CIT by the Reporting Person, as more fully described below in paragraph (c) and under Item 6. Information relevant to each of the Co-General Partner and CIT is set forth below.

Co-General Partner

Ronnie D. Ward’s business address is Chesapeake Energy Corporation, 6100 North Western Avenue, Oklahoma City, Oklahoma 73118. He is the Vice-President — Land, Northern Division of Chesapeake Energy Corporation. Mr. Ward has not been convicted in a criminal proceeding during the last five years (excluding traffic violations or similar misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years. He is a citizen of the United States of America.

CIT

Kaiser-Francis Charitable Income Trust-C is a charitable income trust established by George B. Kaiser under Oklahoma law. The principal beneficiaries of CIT are The Tulsa Community Foundation and The George Kaiser Family Foundation. Its principal office and place of business is located at 124 E. 4th Street, Tulsa, Oklahoma 74103. CIT has not been convicted in a criminal proceeding during the last five years (excluding traffic violations or similar misdemeanors), nor has it been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years.

(c) On December 31, 2008, the Reporting Person sold to George B. Kaiser (“GBK”), an Oklahoma businessman, a total of 8,896,797 shares of Common Stock at a price of $5.62 per share. Immediately prior to such sale, the Reporting Person caused TLW Properties to distribute a total of 6,290,547 shares of Common Stock to him, and then these shares along with another 2,606,250 shares of Common Stock held in an account of the Reporting Person were transferred to a brokerage account designated by GBK.

Also on December 31, 2008, in connection with certain amendments to financing transactions between them that originally occurred on October 28, 2008, the Reporting Person and CIT amended and restated a warrant to acquire shares of Common Stock granted by the Reporting Person to CIT’s nominee on October 28, 2008. The warrant originally was exercisable for a period of five years beginning on the earlier of (i) the date of repayment in full by the Reporting Person of certain related third party indebtedness and (ii) January 15, 2009. The warrant originally had a variable exercise price equal to the lesser of (a) the average closing price on the NYSE for the five-day period ended October 30, 2008 (which was $9.85 and would have resulted in up to 3,807,107 shares being made subject to the warrant) and (b) the average closing price on the NYSE for the five-day period ended two trading days after the first date on which the warrant was exercisable as previously described (which did not occur). As amended on December 31, 2008, in connection with a partial payment of such related third party indebtedness, the Reporting Person and the nominee holder of the warrant amended the warrant to change the number of shares of common stock underlying the warrant and to fix the exercise and expiration dates and the warrant exercise price at $5.62 per share. As amended, the warrant



Schedule 13D		Page 5 of 7 Pages

is immediately exercisable for up to 6,672,598 shares and will expire on December 31, 2013. The exercise of the warrant is limited to cash settlement unless and until any third-party security interests in the underlying shares are released, and if any such security interests are not released by December 31, 2009, the expiration date of the warrant will be extended by the number of days from December 31, 2009, until the date such security interests are released. The Reporting Person received no premium or other separate consideration for either the issuance of the original warrant in October 2008 or the amendment of its terms on December 31, 2008.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented to add the following additional disclosures:

As described above under Item 5, the Reporting Person sold 8,896,797 shares of Common Stock to GBK on December 31, 2008, at a price of $5.62 per share. Under the agreement governing this transaction, the Reporting Person agreed to facilitate GBK’s due diligence investigation of the Issuer for a limited period of time following the sale. On, but not before, February 16, 2009, GBK has the right to require the Reporting Person to repurchase all 8,896,797 at a price of $5.62 per share if, in GBK’s sole and exclusive discretion, he is in any way dissatisfied with the results of his due diligence investigation. The Reporting Person received no premium or other separate consideration for providing GBK with this right to require the Reporting Person to repurchase these shares of Common Stock.

In addition, as described above under Item 5, on December 31, 2008, in connection with the partial payment of certain indebtedness, the Reporting Person and CIT amended and restated a warrant to acquire shares of Common Stock granted by the Reporting Person to CIT’s nominee on October 28, 2008, in order to fix the exercise price and modify the exercise period and the number of shares of Common Stock underlying the warrant. Under the warrant as amended and restated, CIT may immediately elect to acquire up to 6,672,598 shares of Common Stock from the Reporting Person and/or TLW Properties at an exercise price of $5.62 per share. The warrant will expire on December 31, 2013. The exercise of the warrant is limited to cash settlement unless and until any third-party security interests in the underlying shares are released, and if any such security interests are not released by December 31, 2009, the expiration date of the warrant will be extended by the number of days from December 31, 2009, until the date such security interests are released. The Reporting Person received no premium or other separate consideration for either the issuance of the original warrant in October 2008 or the amendment of its terms on December 31, 2008.

As of the date of this Fourth Amendment, the Reporting Person has pledged 3,103,203 shares of Common Stock to secure certain loans from GBK (as a first lien creditor) and CIT (as a second lien creditor). In the event GBK exercises his right to require the Reporting Person to repurchase Common Stock on February 16, 2009, as described above, the shares of Common Stock acquired by the Reporting Person pursuant to the exercise of such rights will immediately be added and become subject to this pledge. Other than standard default provisions, the terms of the agreement do not provide for a transfer of either voting or investment power.



Schedule 13D		Page 6 of 7 Pages

Item 7. Material to Be Filed as Exhibits

The following additional exhibits are filed with this Fourth Amendment and supplement the exhibits already filed as part of the Prior 13D:

6(c)		Purchase & Sale Agreement dated December 31, 2008, by and among Tom L. Ward, George B. Kaiser and the other parties named therein

6(d)		Amended and Restated Warrant to Purchase Common Stock of SandRidge Energy, Inc. dated December 31, 2008, granted by Tom L. Ward and TLW Properties, L.L.C. in favor of Pooled CIT Investments, L.L.C.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.



Date: January 7, 2009	/s/ Tom L. Ward
	Tom L. Ward



Schedule 13D		Page 7 of 7 Pages

EX-99.6(C) 2 d65796exv99w6xcy.htm EX-99.6(C) exv99w6xcy

Exhibit 6(c)

PURCHASE & SALE AGREEMENT

This Purchase & Sale Agreement (“Agreement”) is made as of December 31, 2008 by and among TOM L. WARD, a natural person (“TLW” or “Seller”), GEORGE B. KAISER, a natural person (“GBK” or “Buyer”), TOM L. WARD 1992 REVOCABLE TRUST, a revocable trust (“TLW Trust”), SCH’REE WARD 2005 REVOCABLE TRUST, a revocable trust (“SW Trust”), SCH’REE WARD, a natural person (“SW”), WARD FAMILY ENTERPRISES, LP, an Oklahoma limited partnership (“WFE”), WARD ASSET MANAGEMENT, LLC, an Oklahoma limited liability company (“WAM”), HERITAGE BEEF CATTLE COMPANY, L.L.C., an Oklahoma limited liability company (“HBCC”), and TLW LAND AND CATTLE MANAGEMENT, L.L.C., an Oklahoma limited liability company (“TLWL&CM”). TLW Trust, SW Trust, TLW, SW, WFE, WAM, HBCC and TLWL&CM are referred to herein collectively as “Pledgors”. TLW, GBK and the Pledgors are individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, GBK has lent TLW $57 million plus accrued interest, and Pooled CIT Investments, L.L.C. (“CIT”) has lent TLW $18 million plus accrued interest.

WHEREAS, the foregoing loans were made under promissory notes (the “Notes”) made by TLW each dated October 28, 2008.

WHEREAS, the Notes are secured on a first lien (for the benefit of GBK) and a second lien (for the benefit of CIT) on (a) 12 million shares of SandRidge Energy, Inc. (“SD”) common stock (“Common Stock”), (b) a 99% limited partnership equity interest in WFE, (c) 70% of all of the issued and outstanding limited liability company member interests of WAM, and (d) all products and proceeds of (a) through (c). These liens were granted pursuant to certain Pledge Agreements and Security Pledge Agreements, in each case dated the date of the Notes, and were entered into by TLW, the TLW Trust and the SW Trust, on the one hand, and GBK and CIT, respectively, on the other hand (such Pledge Agreements and Security Pledge Agreements being collectively referred to as the “Security Agreements”).

WHEREAS, TLW has issued to CIT a warrant (the “Warrant”) to purchase SD common shares held by TLW.

WHEREAS, TLW and GBK are counterparties to certain commodities and equity derivatives transactions (the “Derivatives”).

WHEREAS, the parties wish to amend the terms of the Notes, the Security Agreement and the Warrant.

WHEREAS, the GBK desires to purchase from the TLW, and the TLW wishes to sell to the GBK, certain shares of Common Stock on the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereafter made, and in consideration of the representations, warranties and covenants contained in this Agreement, the Parties agree as follows:

ARTICLE I.
DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined are used as defined in Exhibit A.

ARTICLE II.
PURCHASE AND SALE

2.1 Purchase and Sale. At the Closing, TLW shall sell to GBK and GBK shall buy from seller 8,896,797 common shares of SD (the “Shares”) for a purchase price of $5.62 per Share or $49,999,999.14 in the aggregate.

2.2 Delivery of Shares. TLW shall cause the physical delivery of the Shares to GBK’s designee, George B. Kaiser Merrill Lynch (“ML”) account #595-14387. TLW shall provide GBK with duly executed stock powers or other instruments GBK reasonably requests to effect the transfer and delivery of the Shares as to otherwise purchase GBK’s ownership of the Shares on and after the Closing Date.

2.3 Payment of Purchase Price. The payment price for the Shares shall be made by provisional repayment of the GBK Tranche 1 Note by reducing the balance from $50,000,000 to $0.86, subject to adjustment as set forth hereafter.

2.4 Due Diligence. The Parties acknowledge and agree that the purchase and sale of the Shares provided for in this Article II is being effected without GBK having conducted any due diligence investigation of SD, and that such a due diligence investigation shall be conducted promptly following the Closing. To facilitate this due diligence investigation, TLW shall, from and immediately after the Closing Date, (a) make available to GBK and his representatives all information in his possession or control which GBK or his representatives may reasonably request concerning SD, and (b) use his best efforts to cause SD to make available to GBK and his representatives (subject to the execution by GBK of a confidentiality agreement with SD on customary terms) such further information concerning SD as GBK and his representatives shall reasonably request. Subject to compliance by TLW with his covenants as set forth in the preceding sentence, GBK and his representatives will commence their due diligence investigation of SD promptly following Closing, with a view to completing this review by no later than February 16, 2009. The due diligence investigation contemplated by this Section 2.4 shall not affect or limit any representation or warranty made by any Party (other than GBK) in this Agreement, which representations and warranties shall survive the Closing and remain in full force and effect until the expiration of the applicable statute of limitations with respect thereto.

2.5 Put Right.

(a) On but not before February 16, 2009, GBK will have the right to put to TLW for repurchase the Shares purchased pursuant to Section 2.1 at a price of $5.62 per Share. This put right (the “Put”) may be exercised by written notice from GBK to TLW delivered at any day or time before 5:00 pm (Central) on February 16, 2009. The Put may be exercised by GBK if he, in his sole and exclusive discretion, is in any way dissatisfied with the results of the due diligence investigation provided for in Section 2.4, or with the level of access or information provided to him in connection with such investigation.

(b) If GBK exercises the Put, TLW shall immediately and without condition purchase all the Shares from GBK at the price provided for above. TLW may pay for the repurchased Shares with any combination he may select of cash or a draw by him on the GBK Tranche 1 Note, provided, however, that any such draw on the GBK Tranche 1 Note shall accrue interest accruing from December 31, 2008.

(c) TLW shall notify GBK of his selection of the consideration to be paid GBK for the Shares he shall purchase upon exercise of the Put by no later than 5:00 pm (Central) on February 17, 2009, and TLW’s repurchase of the Shares shall close by no later than February 19, 2009. The Parties agree that, to facilitate and effect such repurchase of the Shares upon exercise of the Put, they will take such action and execute such documents as shall reasonably be requested or required by a Party within a period as shall be sufficient to effect the Closing by no later than February 19, 2009.

(d) If GBK does not exercise the Put by February 16, 2009, it will expire. If the Put is not exercised, the portion of the GBK Tranche 1 Note paid by delivery of the Shares shall be deemed fully repaid.

2.6 Decline in SD Share Price; Adjustment to GBK Tranche 1 Note. If on February 16, 2009, the following conditions both exist: (i) the Put shall not have been exercised and (ii) the closing sale price of Common Stock on the New York Stock Exchange on that date is less than $5.62 per share, then the principal amount outstanding on the GBK Tranche 1 Note shall be increased on and effective as of such date by an amount equal to the product of (a) 8,896,797 and (b) the difference between $5.62 and the per share closing price of the Common Stock on February 16, 2009.

2.7 Amendment and Restatement of Certain Documents. As a necessary component of this Agreement and as consideration and an inducement, inter alia, to (a) obtain GBK’s agreement to accept a sale to him of the Shares as a means of reducing the existing balance on the Note made to GBK, and (b) to induce GBK and CIT to amend and restate the Notes, the Parties shall execute and deliver at the Closing the following documents:

(a) TLW shall execute and deliver the GBK Tranche 1 Note in the maximum principal amount of $50,000,000, the GBK Tranche 2 Note in the principal amount of

$8,500,000 and the CIT Note in the principal amount of $18,000,000, each in form and substance acceptable to GBK and TLW.

(b) TLW, WFE and WFEP shall execute and deliver to CIT the Amended and Restated Warrant to Purchase Common Stock of SD (the “Amended Warrant”) in form and substance acceptable to GBK and TLW.

2.8 Extension Fee. TLW shall pay an extension fee to GBK of $1,500,000. The extension fee shall be paid by a loan made by GBK to TLW, which loan shall be reflected in the GBK Tranche 2 Note initial principal amount of $8,500,000.

2.9 Closing. The Closing of the purchase and sale of the Shares shall take place at the offices of GBK’s counsel on December 31, 2008, or at such other time and place as the TLW and the GBK mutually agree upon, orally or in writing (which such time and place are designated as the “Closing” or the “Closing Date” (with respect to time)).

2.7 Closing Deliveries. At the Closing, the Parties shall deliver the instruments and effect the transaction provided for in this Article II.

2.8 Expenses. Each of GBK and the TLW shall be responsible for and bear all costs and expenses incurred by them at any time in connection with the Transaction.

ARTICLE III.
REPRESENTATIONS & WARRANTIES

3.1 Representations and Warranties of TLW. TLW hereby represents and warrants to the GBK that the following representations are true and complete as of the date of this Agreement.

(a) Title to the Shares. TLW has good and marketable title to the Shares, free and clear of all Security Interests. TLW has good and title to the shares of Common Stock that would be transferred to the holder of the Amended Warrant upon the exercise thereof, save and except for those pledges which shall be identified in the Amended Warrant.

(b) Authorization. TLW has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. The Transaction Documents, when executed and delivered by TLW, shall constitute valid and legally binding obligations of TLW, enforceable against TLW in accordance with their respective terms.

(c) Noncontravention. Neither the execution and delivery of the Transaction Documents, nor the consummation of the transactions contemplated thereby, will (i) violate any law or order, ruling or restriction to which TLW is subject or (ii) conflict with, result in a breach of, constitute in a default under, require any notice or consent under, or create in any party the right to accelerate, terminate, modify or cancel, any contract or other arrangement to which

TLW is bound. Except for those filings that TLW shall make with the United States Securities & Exchange Commission (the “SEC”) concerning the transactions contemplated by this Agreement pursuant to the requirements of the 1934 Act, TLW does not need to give any notice to, make any filing with, or obtain any authorization, consent or approval of any person or entity to consummate the transactions contemplated by the Transaction Documents.

(d) SD 1934 Act Filings. The 1934 Act Filings made to date by SD are true and correct in all material respects.

(e) Legal Compliance; Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to TLW’s knowledge, currently threatened against TLW that questions the validity of the Transaction Documents or the right of TLW to enter into them, to consummate the transactions contemplated by the Transaction Documents, or that seeks to enjoin, restrain or rescind the transactions contemplated by this Agreement or that could adversely affect the right of GBK to own the Shares or of the right of any Party to perform or receive the performance of any term or right of this Agreement or any other Transaction Document.

3.2 Representations and Warranties Concerning Pledgors. Pledgors individually, and not jointly and severally, hereby represent and warrant to GBK that:

(a) Title. Pledgors have reviewed the forms of the Amended Security Agreements. Pledgors have good and marketable title to the assets that will be subject to the Amended Security Agreements. Pledgors who have executed the Amended Warrant have good and marketable title to the shares of Common Stock that would be transferred to the holder of the Amended Warrant upon the exercise thereof.

(b) Consideration for Security Interests. Pledgors are entering into the Amended Security Agreements because the consummation of the transactions contemplated by this Agreement shall be of direct, substantial and immediate benefit to Pledgors. Pledgors agree and acknowledge that such benefit constitutes full and sufficient consideration to each Pledgor for the commitments being made by he, she or it in the Amended Security Agreements.

(c) Authorization. Pledgors have full power and authority to execute and deliver the Amended Security Agreements and the Amended Warrant and to perform their obligations thereunder. All action required to be taken by the Pledgors in order to authorize them to enter into the Amended Security Agreements and the Amended Warrant have been taken. The Amended Security Agreement and Amended Warrant, when executed and delivered by Pledgors, shall constitute valid and legally binding obligations of each of them, enforceable against them in accordance with their respective terms.

(d) Noncontravention. Neither the execution and delivery of the Amended Security Agreements or the Amended Warrant, nor the consummation of the transactions contemplated hereby or thereby, will (i) violate any law or order, ruling or restriction to which the respective pledgors are subject or (ii) conflict with, result in a breach of, constitute in a default under, require any notice or consent under, or create in any party the right to accelerate, terminate, modify or cancel, any contract or other arrangement to which a Pledgor is bound. Except as

permitted by Section 3.1(c), Pledgors are not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any person or entity to consummate the transactions contemplated by the Amended Security Agreements or the Amended Warrant.

(e) Negative Pledge. Each Pledgor hereby agrees with and for the benefit of GBK and CIT that he, she or it will not create or suffer to exist or remain in effect any mortgage, security interest, lien, encumbrance or charge, whether to secure indebtedness or otherwise, on any asset of any of WFE, WAM, TLW L&C, TLWL&CM, HF or HBCC (excepting only those mortgages, security interests, liens, encumbrances or charges existing on the date of this Agreement, which shall not be modified, extended or renewed) without the consent of GBK and CIT.

3.3 Representations and Warranties of GBK. GBK hereby represents and warrants to TLW as follows:

(a) GBK has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder.

(b) This Agreement constitutes, and the other Transaction Documents when executed and delivered by GBK will constitute, valid and legally binding obligations of GBK, enforceable against GBK in accordance with their respective terms.

(c) GBK is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. GBK is acquiring the Shares for his own account with the present intention of holding the Shares for investment purposes and not with a view to, or for sale in connection with, any distribution, except pursuant to his put right set forth in Section 2.5 or under the registration statement to be filed with the SEC with respect to the Shares pursuant to Section 4.2. GBK has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares.

ARTICLE IV.
COVENANTS AND AGREEMENTS

4.1 No Modification or Waiver of Securities Remedies. This Agreement is not intended to modify or limit any rights that GBK has under the United States Federal or Oklahoma securities laws arising out of his purchase of the Shares from TLW.

4.2 TLW will, in connection with the amendment and restatement of the Notes, use his best efforts to cause SD to file on the earlier of (a) the first day on which SD shall be eligible to file on Form S-3 promulgated by the SEC under the Securities Act or (b) April 1, 2009 (regardless of whether eligible to use Form S-3 on such date), and to cause to become and remain continuously effective thereafter a registration statement under the Securities Act covering the resale by GBK of the Shares and of any shares of Common Stock that CIT or its assignees may acquire upon exercise of any Warrants. TLW will use his best efforts to ensure that GBK is afforded full opportunity to review and comment on such registration statement and any amendments thereto proposed to be filed by SD before such registration or amendments, as the case may be, are filed, and to review any comment letters from the SEC regarding such registration statement.

4.3 Prepayment of GBK Tanche 2 Note. Notwithstanding any provision regarding prepayment to the contrary within the GBK Tranche 2 Note, TLW agrees that prior to December 31, 2010, he shall not prepay or repay the entire principal amount of the GBK Tranche 2 Note prior to its stated maturity, and shall leave at least $1,000 due and owing at all times on the GBK Tranche 2 Note until such maturity.

4.4 Third Party Claims. TLW agrees to indemnify and hold GBK and CIT harmless from all actions, suits, proceedings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs (including reasonable attorney’s fees and expenses), amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses and fees, arising out of or premised on GBK’s or CIT’s entry into or performance of this Agreement, the Transaction Documents or execution of any document, instrument, transaction or action taken in connection with the transactions contemplated under this Agreement or a Transaction Document.

4.5 Transfer Taxes. TLW shall be responsible and shall bear any transfer taxes arising out of the transactions contemplated under this Agreement.

4.6 Further Assurances. If at any time after the Closingany further action is necessary or desirable to carry out the purposes of this Agreement, each Party will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may require, all at the sole cost and expense of TLW.

4.7 Confidentiality. TLW will provide and will use his best efforts to cause SD to provide GBK with drafts and an opportunity to comment on any reports, filings or press releases to be issued is made concerning the transactions set out in this Agreement.

ARTICLE V

GENERAL

5.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of OKLAHOMA.

5.2 FORUM FOR DISPUTES. THE PARTIES AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATING TO THE OPERATION OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE BROUGHT SOLELY IN THE STATE OR FEDERAL COURTS LOCATED IN TULSA COUNTY IN THE STATE OF OKLAHOMA. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY OBJECTION AND ANY RIGHT OF IMMUNITY WITH RESPECT TO THE JURISDICTION OF THE FORUMS SPECIFIED IN THIS SECTION 5.2, OR ON ANY GROUNDS, INCLUDING WITHOUT LIMITATION, VENUE OR THE CONVENIENCE OF SUCH FORUMS, OR FROM THE EXECUTION OF JUDGMENTS RESULTING THEREFROM. EACH PARTY HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF THE COURTS SPECIFIED IN THIS SECTION 5.2 WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE

OPERATION OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.3 WAIVER OF JURY TRIAL. THE PARTIES (a) COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (b) WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH ANY BUYER MAY BE A PARTY, ARISING OUT OF OR RELATING TO THE OPERATION OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IT IS UNDERSTOOD AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO ANY SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH PARTY TO THIS AGREEMENT AND EACH PARTY HEREBY AGREES THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH ITS COUNSEL.

5.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. References in this Agreement to “Sections,” “Exhibits” or “Schedules” are to sections (including subsections) of, and exhibits or schedules to, this Agreement unless the context clearly requires otherwise.

5.6 Construction. The Parties have participated jointly in the negotiation and drafting of the Transaction Documents. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. Any reference to any federal, state or local law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The work “including” shall mean including without limitation. The Parties intend that each representation, warranty and covenant contained in this Agreement and in the other Transaction Documents shall have independent significance. If any Party has breached any representation, warranty or covenant contained in this Agreement in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract

from or mitigate the fact that the Party is in breach of the first representation, warranty or covenant.

5.7 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next Business Day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Parties as follows:


		If to TLW or Pledgors:		Tom L. Ward
				123 Robert S. Kerr Avenue
				Oklahoma City, OK 73102

		With a copy to:		James H. Holloman, Jr.
				Crowe & Dunlevy, P.C.
				20 N. Broadway, Suite 1800
				Oklahoma City, OK 73102

		If to GBK:		George B. Kaiser
				6733 South Yale Avenue
				Tulsa, OK 74136
				Attn: Don Millican

		With a copy to:		Frederic Dorwart
				Frederic Dorwart, Lawyers
				124 East 4th Street
				Tulsa, OK 74103

5.8 Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Documents, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

5.9 Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of TLW, and GBK. Any amendment or waiver effected in accordance with this Section 5.9 shall be binding upon TLW and the GBK and their respective successors and assigns.

5.10 Severability. The invalidity of unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

5.11 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-

defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party 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 or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

5.12 Entire Agreement. This Agreement, including the Exhibits and Schedules hereto and the other Transaction Documents, constitute the full and entire understanding and agreement between the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. The Parties have, in some instances, executed separate signature pages. Any signature on a separate signature page to this Agreement shall constitute the signing Party’s signature to this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


	GBK:
	/s/ George B. Kaiser (By Frederic Dorwart, Attorney-in-Fact)
	George B. Kaiser

Signature page


	TLW:
	/s/ Tom L. Ward
	Tom L. Ward

	PLEDGORS:
	/s/ Tom L. Ward
	Tom L. Ward, Individually

	/s/ Schree Ward
	Sch’ree Ward, Individually


	TOM L. WARD 1992 REVOCABLE TRUST
	By:	/s/ Tom L. Ward
		Tom L. Ward, Co-Trustee

	By:	/s/ Schree Ward
		Sch’ree Ward, Co-Trustee

	SCH’REE WARD 2005 REVOCABLE TRUST
	By:	/s/ Schree Ward
		Sch’ree Ward, Co-Trustee

	By:	/s/ TomL. Ward
		Tom L. Ward, Co-Trustee

WARD FAMILY ENTERPRISES, LP,
an Oklahoma limited partnership



	By:	Ward Asset Management, LLC,
		General Partner



	By:	/s/ Tom L. Ward
		Tom L. Ward, Manager

WARD ASSET MANAGEMENT, LLC,
an Oklahoma limited liability company



	By:	/s/ Tom L. Ward
		Tom L. Ward, Manager

HERITAGE BEEF CATTLE COMPANY, LLC,
an Oklahoma limited liability company



	By:	/s/ TomL. Ward
		Tom L. Ward, Manager

TLW LAND AND CATTLE MANAGEMENT, LLC



	By:	/s/ Tom L. Ward
		Tom L. Ward, Manager

EXHIBIT A

CERTAIN DEFINED TERMS

“Agreement” means this Purchase Agreement.

“Amended Security Agreement” means those certain Amended and Restated Security Pledge Agreements and Amended and Restated Second Lien Security Pledge Agreements executed and delivered by Pledgors in conjunction with execution of this Agreement.

“Amended Warrant” has the meaning given such term at section 2.7(b) of this Agreement.

“Business Day” means any day that is not a Saturday or Sunday or a day on which national banking associations located in Tulsa, Oklahoma, are not open for business.

“Buyer” has the meaning given in the preamble to this Agreement.

“CIT” has the meaning given it in the first Recital paragraph of this Agreement.

“CIT Note” means the Note of even date with this Agreement issued in replacement of and substitution for that certain Promissory Note dated October 28, 2008, by Tom Ward as Maker in favor of Pooled CIT Investments LLC in the original face amount of Eighteen Million Dollars ($18,000,000).

“Closing” has the meaning given it in section 2.9 of this Agreement.

“Closing Date” has the meaning given it in section 2.9 of this Agreement.

“Common Stock” has the meaning given it in the third Recital paragraph of this Agreement.

“Derivatives” has the meaning given it in the fifth Recital paragraph of this Agreement.

“GBK” means George B. Kaiser.

“GBK Tranche 1 Note” means a Note of even date with this Agreement issued by Tom Ward as Maker in the principal amount of $50,000,000. This Note is issued as one of two promissory notes issued in replacement of and substitution for that certain Promissory Note dated October 28, 2008, by Tom Ward as maker in favor of George Kaiser in the original face amount of Fifty Seven Million Dollars ($57,000,000).

“GBK Tranche 2 Note” means a note of even date with this Agreement issued by Tom Ward as Maker in the principal amount of $8,500,000. This Note is issued as one of two promissory notes issued in replacement of and substitution for that certain Promissory Note dated October

28, 2008, by Tom Ward as Maker in favor of George Kaiser in the original face amount of Fifty Seven Million Dollars ($57,000,000).

“HBCC” means Heritage Beef Cattle Company, LLC.

“ML” has meaning given in paragraph 2.2 of this Agreement.

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

“Notes” has the meaning given it in the second Recital paragraph of this Agreement.

“Party” or “Parties” has the meaning given in the preamble to this Agreement.

“Pledgors” has the meaning given in the preamble to this Agreement.

“Pooled CIT Investments, LLC” has the meaning given it in the first Recital paragraph of this Agreement.

“Put” has the meaning given it at section 2.5 of this Agreement.

“Rule 501(a)” has the meaning given in Regulation D of the Securities Act.

“SD” means SandRidge Energy, Inc.

“SD 1934 Act Filing” means all periodic filings made by SD pursuant to the Securities Exchange Act.

“SEC” means the U.S. Securities and Exchange Commission.

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

“Security Agreements” has the meaning given it in the third Recital paragraph of this Agreement.

“Seller” has the meaning given it in the preamble to this Agreement.

“Shares” means the 8,896,797 common shares of SD sold to George Kaiser by Tom Ward as provided in section 2.1 of this Agreement.

“SW Trust” means Sch’Ree Ward 2005 Revocable Trust.

“SW” means Sch’Ree Ward.

“TLW” means Tom L. Ward.

“TLW Trust” means Tom L. Ward 1992 Revocable Trust.

“TLWL&CM” means TLW Land and Cattle Management, LLC.

“Transaction Documents” means this Agreement and all documents to be executed in connection with effecting the transactions herein, including but not limited to the Notes and the Amended Security Agreements.

“WAM” means Ward Asset Management, LLC.

“WFE” means Ward Family Enterprises, LP.

“Warrant” has the meaning given it in the fourth Recital paragraph of this Agreement.

EX-99.6(D) 3 d65796exv99w6xdy.htm EX-99.6(D) exv99w6xdy

Exhibit 6(d)

AMENDED AND RESTATED WARRANT TO PURCHASE
COMMONSTOCK OF SANDRIDGE ENERGY, INC.
EXPIRES AFTER DECEMBER 31ST, 2013, UNLESS EXTENDED PURSUANT TO SECTION 8,
BELOW.

THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. SUCH WARRANT AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS OF THIS WARRANT AGREEMENT.

Preamble

Pooled CIT Investments, L.L.C. (“CIT”) and Tom L. Ward (“Ward”) previously entered into that certain Warrant issued on October 28, 2008 (the “Original Warrant”). CIT and Ward desire to amend and restate the Original Warrant in its entirety as set out below. Upon execution and delivery of this Amended and Restated Warrant, the Original Warrant shall be of no further force or effect and shall be deemed canceled.

Introduction

This Warrant is issued to Pooled CIT Investments, L.L.C. (“CIT”), or its registered assigns (“Holder”), by Tom L. Ward, an individual, and TLW Properties, LLC (collectively, “Ward”) (CIT and Ward are collectively referred to hereafter as the “Parties”), on December 31, 2008 (the “Warrant Issue Date”).

1. Purchased Shares.

Subject to the terms and conditions hereinafter set forth and compliance with applicable laws, the Holder is entitled at any time until the Expiration Date, upon surrender of this Warrant to Ward (or at such other place as Ward shall notify the holder hereof in writing), to purchase directly from Ward shares of Common Stock (the “Common Stock”) of SandRidge Energy, Inc. (the “Company”) owned by Ward (the “Shares”) in a number of shares not to exceed on a cumulative basis 6,672,598 (the “Shares”). The number of Shares shall be subject to adjustment pursuant to Section 7 hereof.

2. Exercise Price.

The Exercise Price shall be five dollars and sixty two cents ($5.62) per share. The Exercise Price shall be subject to adjustment pursuant to Section 7 hereof.

3. Exercise Period.

The purchase right represented by this Warrant is exercisable by the Holder, in whole or in part, at any time after execution and delivery of this Warrant and before the close of business December 31st, 2013 (the “Expiration Date”). The Expiration Date is subject to extension as set out in Section 8 below (the “Extended Expiration Date”).

4. Method of Exercise.

The exercise of this Warrant shall be effected by:

(a) the surrender of the Warrant, together with a written notice of election to exercise the Warrant (“Election Notice”), to the Agent pursuant to Section 5 below with a copy of such notice to Ward; and

(b) (i) the payment to the Agent of an amount equal to the aggregate Exercise Price for the number of Shares being purchased, or (ii) if the Current Market Price Per Share is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 4(b)(i) and (ii) hereinabove, the holder of this Warrant may elect in the Election Notice to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of this Warrant, in which event Agent shall deliver to the holder that number of shares of Common Stock computed using the following formula (which the holder will include in its Election Notice):

CS = WCS x (CMPPS – EP)
CMPPS

Where

CS equals the number of shares of Common Stock to be issued to the holder of this Warrant.

WCS equals the number of shares of Common Stock purchasable under the Warrant being exercised (at the date of such calculation).

CMPPS equals the Current Market Price Per Share (at the date of such calculation), which shall mean the average closing price for the shares of Common Stock as quoted on the principal securities exchange on which the Common Stock is traded for the five trading days immediately preceding the date of exercise of this Warrant.

EP equals the Exercise Price (as adjusted to the date of such calculation).

For purposes of Rule 144 under the Securities Act, 17 C.F.R. § 230.144, the Parties agree that the exercise of any Warrant in accordance with this Section 4(b) shall be deemed to be a conversion of such Warrant into Common Stock.

(c) While any of the Shares that would be delivered to Holder upon exercise of this Warrant are pledged pursuant to Section 8 below, or subject to other restriction on the ability of Holder to exercise and immediately receive Shares, then Holder shall have the right to exercise any such Warrants for the difference between the Current Market Price Per Share and the Exercise Price. Such difference, expressed as CMPPS (-) EP (x), the number of shares for which this cash exercise of the Warrant is elected shall be paid by Ward to Holder either (i) in cash or (ii) if CIT is the holder, at the election of Ward via a loan by CIT to Ward on terms that shall be substantially similar to the terms of the

Notes and subject to and entitled to the benefits of the security interests covering the Notes; provided, however, that if the applicable Warrant exercise occurs after the maturity date of the Notes, the terms of the loan, including security for such loan, will be subject to advance agreement between CIT, as the case may be, and Ward, with the Parties agreeing in good faith to establish terms and security similar, under the circumstances then in existence, to those of or for the Notes.

5. Custody of Share Certificates.

Upon execution and delivery of this Warrant, Ward shall deposit certificates representing the Shares and stock powers with respect thereto into an escrow account to be maintained by Bank of Oklahoma, N. A., as escrow agent (“Agent”), pursuant to the Agent’s usual form of escrow agreement. Upon the exercise of the purchase rights evidenced by this Warrant, the Agent, upon receipt of the Election Notice and the Exercise Price, shall forthwith deliver to the Holder one or more certificates for the number of Shares so purchased (with appropriate restrictive legends, if applicable) and deliver to Ward the Exercise Price (if paid in cash as provided by Section 4(b)(i)) or remaining Shares (if the Exercise Price is paid by conversion as set forth in Section 4(b)(iii)), and in any event within thirty (30) days of the delivery of the Election Notice and the Exercise Price. In the event that this Warrant is exercised in part only, the Agent shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder to purchase the balance of the Shares purchasable hereunder. Ward shall be responsible for, and shall pay to the Agent, the fees charged by the Agent to establish and maintain the escrow account.

6. Delivery of Shares.

Ward covenants and agrees as follows:

(a) The Shares, when delivered pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable, not subject to any preemptive rights and free from all taxes, liens, charges and other encumbrances (other than those pledges set out in Section 8, below) with respect to the delivery thereof other than those created by or imposed upon the Holder thereof through no action by Ward.

(b) Ward shall at all times own a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant, free and clear of all liens, claims and encumbrances other than those pledges set out in Section 8, below.

(c) Upon receipt by the Agent of the Election Notice and the Exercise Price, the Holder shall be deemed to be the holder of the Shares deliverable upon such exercise, notwithstanding that the share transfer books of the Company may then be closed and that certificates representing such Shares may not then be actually delivered to the Holder. Ward shall be responsible for the payment of all taxes and other charges that may be payable in connection with the delivery of the Shares and the preparation and delivery of stock certificates pursuant to this Section 6 in the name of the Holder. Ward shall cause the Company to register said Shares in the Company’s stockholders’ registry.

(d) Ward shall comply with any existing tag-along rights that may exist with respect to the transfer of the Shares upon exercise of the Warrant, but such compliance shall not in any event obligate the Holder to purchase a greater number of Shares than the number of Shares included in this Warrant.

7. Adjustment of Exercise Price and Number of Shares.

The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a) Subdivisions, Combinations and Other Issuances.

If the Company shall at any time prior to the expiration of this Warrant subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend with respect to any shares of its Common Stock, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend

(b) Reclassification, Reorganization and Consolidation.

In case of any reclassification, capital reorganization, merger, consolidation, sale of assets or other change in the Common Stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 7(a) above), or any other transaction the result, purpose or effect of which is to alter the equity interest in the Company represented by a share of Common Stock (a “Change”), the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a price per share of Common Stock equal to that payable upon the exercise of this Warrant for a single share of Common Stock, the kind and amount of shares of stock and other securities and property receivable in connection with such Change by a holder of a share of Common Stock as were purchasable by the Holder immediately prior to such transaction. In any such case, Ward shall cause the Company to make appropriate provisions with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same. Without limiting the generality of the foregoing, if any Change shall be effected and appropriate provision is not made by the Company with respect to the rights and interest of the Holder as required by the immediately preceding sentence, then the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a price per share of Common Stock equal to that payable upon the exercise of this Warrant for a single share of Common Stock, the assets or rights (including securities) that Ward was entitled to receive for or in respect of one share of Common Stock in or immediately following such Change. For avoidance of doubt, the intention of the parties is to ensure that the rights and powers granted to the Holder in this Warrant shall not be limited, waived, altered or restricted except as expressly provided herein, and the parties will make such modifications to this Warrant as may be necessary fully to protect and give effect to the intended benefits of this Warrant.

No adjustment on account of cash dividends or interest on the securities as to which purchase rights under this Warrant exist will be made to the Exercise Price under this Warrant.

(d) Notice of Adjustment.

When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, Ward shall promptly notify the Holder of such event and of the number of shares of Common Stock or other securities or property thereafter purchasable upon exercise of this Warrant.

8. Pledged Shares and Extended Expiration Date.

CIT acknowledges that certain of the Common Shares to which this Warrant is subject are now pledged by Ward to third parties (the “Pledged Shares”). The number of shares that are subject to such pledge and the terms of such pledges are set out on the Schedule attached hereto. The Warrant will not be exercisable with respect to such Pledged Shares while the shares remain subject to pledge, but shall be exercisable as to and to the extent Ward possesses any unpledged shares of Common Stock. Ward shall use his reasonable efforts to cause all Pledged Shares to be released from pledge at the earliest opportunity. If the pledges have not been released from pledge in their entirety by December 31, 2009, then the Expiration Date of this Warrant shall be extended by one day for every day that any of the Pledged Shares remain subject to pledge (the “Extended Expiration Date”) and Ward will be required to take such steps as Holder may reasonably require to substitute other collateral for the Warrants.

9. No Fractional Shares or Scrip.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise or conversion of this Warrant, but in lieu of such fractional shares, Ward shall make a cash payment therefor on the basis of the Exercise Price then in effect.

10. No Stockholder Rights.

Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder with respect to the Shares, including (without limitation) the right to vote such Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and the Holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company. However, nothing in this Section 10 shall limit the right of the Holder to be provided the notices required under this Warrant.

11. Transfers of Warrant.

Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder and all Shares deliverable on the exercise hereof are transferable, in whole or in part, upon prior written notice to Ward. In the event of a partial transfer, Ward shall issue to the holders one or more appropriate new warrants.

12. Successors and Assigns.

The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, Ward and the Holder and its respective successors and assigns.

13. Amendments and Waivers.

Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either

retroactively or prospectively) with the written consent of Ward and the Holder. Any waiver or amendment effected in accordance with this Section 13 shall be binding upon each holder of any Shares purchased under this Warrant at the time outstanding, each future holder of all such Shares and Ward.

14. Loss, Theft, Destruction or Mutilation of Warrant.

Upon receipt by Ward of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, Ward will execute and deliver a new Warrant of like tenor and amount.

15. Saturdays, Sundays, Holidays, Etc.

If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, a Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

16. Notices.

All notices required under this Warrant shall be deemed to have been given or made for all purposes (i) upon personal delivery, (ii) upon confirmation receipt that the communication was successfully sent to the applicable number if sent by facsimile; (iii) one day after being sent, when sent by professional overnight courier service, or (iv) three (3) days after posting when sent by registered or certified mail. Notices to Ward shall be sent to the address or facsimile number indicated on the signature page hereof (or at such other place as Ward shall notify the Holder hereof in writing). Notices to the Holder shall be sent to the address or facsimile number indicated on the signature page hereof (or at such other place as the Holder shall notify Ward hereof in writing).

17. Attorneys’ Fees.

If any action of law or equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which it may be entitled.

18. Counterparts.

This Warrant may be executed in any number of counterparts, each of which shall be enforceable, and all of which together shall constitute one instrument.

19. Governing Law.

This Warrant shall be governed by the laws of the State of Oklahoma.

20. Securities Law Agreements.

(a) The Holder (i) represents that it is an “accredited investor” within the meaning of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations promulgated thereunder, (ii) represents that it has received adequate information about the Company to determine the advisability of a purchase of the Company’s securities, (iii) represents that it is acquiring this Warrant and will acquire any Shares for its own account for investment and not with a view to any distribution or public offering within

the meaning of the Securities Act, (iv) acknowledges that this Warrant and any Shares issuable upon exercise thereof have not been registered under the Securities Act and (v) agrees that it will not sell or otherwise transfer the Warrant or Shares except pursuant to the terms and conditions specified herein and that it will cause any permitted transferee thereof to agree to take and hold the same subject to the terms and conditions specified herein (including, without limitation, Section 19(c)).

(b) Except as provided in Section 19(d), each Warrant and each certificate for the Shares issued to the Holder or to a subsequent transferee thereof pursuant to Section 19(c) shall include the legend on the first page of this Warrant; provided, however, that such legend shall not be required if such transfer is being made in connection with a sale which is exempt from registration pursuant to Rule 144 under the Securities Act or other applicable exemption from registration or if the opinion of counsel referred to in Section 19(c) is to the further effect that neither such legend nor the restrictions on transfer in this Section 19 are required in order to ensure compliance with the Securities Act.

(c) Prior to any assignment, transfer or sale, in whole or in part, of this Warrant or any Shares , the holder thereof shall give written notice to Ward of such holder’s intention to effect such assignment, transfer or sale, which notice shall set forth the date of such proposed assignment, transfer or sale and the identity of the proposed transferee. Each holder wishing to effect such a transfer of any portion of this Warrant or Shares shall also furnish to Ward an agreement by the transferee thereof that it is taking and holding the same subject to the terms and conditions specified herein and a written opinion of such holder’s counsel, in form reasonably satisfactory to Ward, to the effect that the proposed transfer may be effected without registration under the Securities Act.

(d) The restrictions set forth in this Section 20 shall terminate and cease to be effective with respect to the Warrant or Shares upon receipt by Ward of an opinion of counsel knowledgeable as to securities matters, in form reasonably satisfactory to Ward, to the effect that compliance with such restrictions is not necessary in order to comply with the Securities Act with respect to the transfer of the Warrant and the Shares; provided, however, that after six months from the date of issuance of this Warrant (or such shorter period as may be provided by Rule 144 promulgated under the Securities Act), dated from October 28, 2008, such restrictions shall automatically terminate with respect to the Holder if it is not then an affiliate of the Company (without the necessity of any opinion of counsel) as to this Warrant and as to any Shares issued in respect of this Warrant upon exercise of the conversion right set forth in Section 4(b)(iii) (but not with respect to any Shares issued for cash payment pursuant to Section 4(b)(i). Whenever such restrictions shall so terminate, the holder of this Warrant and/or Shares shall be entitled to receive from Ward, without expense (other than transfer taxes, if any), a new Warrant not bearing the legend set forth on the first page hereof.

(e) The Holder and each transferee of all or a portion of this Warrant represent and warrant to Ward that (i) they are aware that there may be material information about the Company of which Ward may be aware at the time of issuance of this Warrant or at the time of any exercise that has not been publicly disclosed and that neither Ward nor the Company shall be under any duty to disclose such information to the Holder or any transferee; and (ii) they are not, and will not be, relying on Ward or the Company with respect to their decision to accept or exercise this Warrant

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		/s/ Tom L. Ward

		TOM L. WARD

		TLW PROPERTIES, LLC
		an Oklahoma limited liability company

		By:		/s/ Tom L. Ward

		Signature

		Name:		TOM L. WARD

		Title:		Manager

Tom L. Ward
Shares of SandRidge Energy, Inc. Common Shares subject to
Warrant to Pooled CIT Investments, LLC
Schedule Attached to Warrant
December 31, 2008


Shares Owner	Number of Shares
Tom L. Ward		23,108,406

TLW Properties, LLC		5,636,754


Total Shares		28,745,160

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