Form 8-K

8-K — SANDRIDGE ENERGY INC

Accession: 0001213900-26-068945

Filed: 2026-06-16

Period: 2026-06-10

CIK: 0001349436

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0294825-8k_sandridge.htm (Primary)

EX-4.1 — THIRD AMENDMENT TO TAX BENEFITS PRESERVATION PLAN, DATED JUNE 15, 2026, BETWEEN SANDRIDGE ENERGY, INC. AND EQUINITI TRUST COMPANY, LLC (F/K/A AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC) AS RIGHTS AGENT (ea029482501ex4-1.htm)

EX-10.1 — SANDRIDGE ENERGY, INC. 2016 OMNIBUS INCENTIVE PLAN, AS AMENDED (ea029482501ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0294825-8k_sandridge.htm · Sequence: 1

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0001349436

2026-06-10

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report

(Date of earliest event reported): June 10, 2026

SANDRIDGE ENERGY, INC.

(Exact Name of Registrant as Specified in

Charter)

Delaware

1-33784

20-8084793

(State or

Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

1 E. Sheridan Ave., Suite 500

Oklahoma City,

OK 73104

(Address

of Principal Executive Offices)

(405)

429-5500

Registrant’s

Telephone Number, Including Area Code

Not

Applicable.

(Former

name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see

General Instruction A.2. below):

☐ Written

communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.001 par value

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth

in Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

Item 3.03 Material Modification to the Right of Security Holders.

On June 10, 2026, the Board

of Directors (the “Board”) approved SandRidge Energy Inc.’s (the “Company” or “SandRidge”) entry

into an amendment (“Amendment No. 3”) to the Tax Benefits Preservation Plan dated as of July 1, 2020 (as amended, the “Tax

Benefits Preservation Plan”) to extend the expiration time of the Tax Benefits Preservation Plan from July 1, 2026 to July 1, 2029.

The Company will submit Amendment

No. 3 to the Company’s stockholders for approval at the 2027 Annual Meeting.

The summary of Amendment No.

3 is qualified in its entirety by reference to Amendment No. 3, a copy of which is attached hereto as Exhibit 4.1 and is incorporated

herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2026, at the 2026

Annual Meeting of Stockholders (the “2026 Annual Meeting”) of the Company, the Company’s stockholders approved the adoption

of an amendment (the “Incentive Plan Amendment”) to the Company’s 2016 Omnibus Incentive Plan (as amended and restated,

the “Omnibus Incentive Plan”), pursuant to which the expiration date of the Omnibus Incentive Plan was extended until June

10, 2036, the tenth anniversary of the date of stockholder approval of the Incentive Plan Amendment. The Board previously approved the

Incentive Plan Amendment, subject to stockholder approval at the 2026 Annual Meeting. The Incentive Plan Amendment became effective at

the time of stockholder approval.

The Incentive Plan Amendment

and the principal terms of the Omnibus Incentive Plan were previously described in the section titled “Proposal 4: Extension of

the Term of the Omnibus Incentive Plan” of the Company’s definitive proxy statement on Schedule 14A, which was filed with

the Securities and Exchange Commission (“SEC”) on April 27, 2026 (the “2026 Proxy Statement”). The descriptions

of the Incentive Plan Amendment and the Omnibus Incentive Plan contained herein and in the Proxy Statement are qualified in their entirety

by reference to the amended and restated Omnibus Incentive Plan, a copy of which is included in the 2026 Proxy Statement as Annex A thereto,

and attached hereto as Exhibit 10.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held the 2026

Annual Meeting in Oklahoma City, Oklahoma on June 10, 2026. As of the record date of April 13, 2026, the Company had 36,918,259 shares

of common stock outstanding. A total of 31,723,455 shares (85.92%) were present at the 2026 Annual Meeting by proxy or in person.

The following matters, detailed

descriptions of which are contained in the 2026 Proxy Statement, were voted on at the 2026 Annual Meeting:

(1) Election of six directors to serve on the Company’s Board

until the 2027 Annual Meeting of Stockholders;

(2) Ratification of the selection of Grant Thornton LLP (“Grant

Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

(3) Non-binding advisory vote to approve the compensation paid the

Company’s named executive officers during 2025; and

(4) Approval of the extension of the term of the Company’s

Omnibus Incentive Plan to 2036.

The Company’s stockholders approved proposals

(1), (2), (3) and (4).

Proposal 1 – Election of Directors

Directors

Votes

For

Votes Against

Abstentions

Broker Non-Votes

Nancy Dunlap

23,262,287

2,550,859

196,229

5,714,080

Jaffrey A. Firestone

25,547,041

401,663

60,671

5,714,080

Brett Icahn

24,128,571

1,516,439

364,365

5,714,080

Vincent Intrieri

24,980,433

968,371

60,571

5,714,080

Jacob M. Katz

25,871,153

74,286

63,936

5,714,080

Grayson Pranin

25,874,064

74,615

60,696

5,714,080

Proposal 2 – Ratification of Selection of Grant Thornton

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

31,632,466

25,031

65,958

—

Proposal 3 – Advisory Vote to Approve Named Executive

Officer Compensation

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

25,190,485

729,024

89,866

5,714,080

Proposal 4 – Approval of the Extension of the Term of

the Company’s Omnibus Incentive Plan to 2036

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

24,247,239

1,628,397

133,739

5,714,080

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.

Exhibit No.

Description

4.1

Third Amendment to Tax Benefits Preservation Plan, dated June 15, 2026, between SandRidge Energy, Inc. and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) as Rights Agent.

10.1+

SandRidge Energy, Inc. 2016 Omnibus Incentive Plan, as amended.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Indicates a compensatory plan.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,

hereunto duly authorized.

SANDRIDGE ENERGY, INC.

Dated: June 15, 2026

By:

/s/ Jonathan Frates

Name:

Jonathan Frates

Title:

Executive Vice President and Chief Financial Officer

EX-4.1

Filename: ea029482501ex4-1.htm · Sequence: 2

Exhibit 4.1

THIRD AMENDMENT TO TAX BENEFITS PRESERVATION

PLAN

This THIRD AMENDMENT

TO TAX BENEFITS PRESERVATION PLAN, dated as of June 15, 2026 (and effective as of 12:01 A.M., New York City time, on such date) (this

“Amendment”), is made and entered into by and between SandRidge Energy, Inc., a Delaware corporation (the “Company”),

and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability trust company,

as rights agent (the “Rights Agent”). Any capitalized term used herein and not otherwise defined shall have the meaning

ascribed to such term in the Tax Benefits Preservation Plan (as defined below).

WHEREAS, the Company is a

party to a Tax Benefits Preservation Plan, dated as of July 1, 2020, with the Rights Agent, as amended by that certain First Amendment

to Tax Benefits Preservation Plan, dated March 16, 2021, by and between the Company and the Rights Agent, and that certain Second Amendment

to Tax Benefits Preservation Plan, dated June 20, 2023, by and between the Company and the Rights Agent (as amended, the “Tax

Benefits Preservation Plan”);

WHEREAS, Section 27 of the

Tax Benefits Preservation Plan provides that, prior to the Stock Acquisition Date, the Company and the Rights Agent shall, if the Company

so directs, supplement or amend any provision of the Tax Benefits Preservation Plan without the approval of any holders of Rights;

WHEREAS, the Tax Benefits

Preservation Plan currently expires at the close of business on July 1, 2026 (the “Expiration Time”); and

WHEREAS, after due and careful

consideration, the board of directors of the Company (the “Board”) has determined that it would be in the best interests

of the Company and its stockholders to extend the Expiration Time to July 1, 2029.

NOW, THEREFORE, in consideration

of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. The Tax Benefits Preservation Plan is hereby amended by amending

and replacing Section 7(a) with the following:

(a) Subject to Section

7(e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein

including the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section

23(a)) in whole or in part at any time after the Distribution Time upon surrender of the Rights Certificate, with the form of election

to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices of

the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may

reasonably request together with payment of the aggregate Exercise Price with respect to the total number of one one-thousandths of a

share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights

are then exercisable, at or prior to the earliest of (i) the Close of Business on the day following the certification of the voting results

of the Company’s 2027 annual meeting of stockholders or any prior special meeting of stockholders, if at such stockholder meeting

a proposal to approve this Agreement has not been passed by the affirmative vote of the holders of at least a majority of the shares of

Common Stock entitled to vote at the 2027 annual meeting of stockholders or any other meeting of the stockholders of the Company duly

held prior to such meeting, (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which such

Rights are exchanged pursuant to Section 24, (iv) the closing of any merger or other acquisition transaction involving the Company

pursuant to an agreement of the type described in Section 13(f), at which time, the Rights are terminated, (v) the time at which

the Board determines that the NOLs are utilized in all material respects or that an ownership change under Section 382 would not adversely

impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that

could be used by the Company in any particular time period, for applicable tax purposes and (vi) the Close of Business on July 1, 2029

(the “Final Expiration Time”) (the earliest of (i), (ii), (iii), (iv), (v), and (vi) being herein referred to as the

“Expiration Time”).

2. Except as expressly amended hereby, the Tax Benefits Preservation

Plan shall remain in full force and effect.

3. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all

purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed

entirely within such State.

4. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all

purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

5. The undersigned executive officer, in the undersigned’s capacity as an executive officer of the

Company, hereby certifies, on behalf of the Company, that this Amendment is in compliance with the terms of Section 27 of the Tax Benefits

Preservation Plan.

[signature page follows]

IN WITNESS WHEREOF, the parties

hereto have caused this Amendment to be duly executed as of the date first written above.

SANDRIDGE ENERGY, INC.

By:

/s/ Grayson Pranin

Name:

Grayson Pranin

Title:

President and Chief Executive Officer

EQUINITI TRUST COMPANY, LLC

By:

/s/ Jacqueline I. Kretzu

Name:

Jacqueline I. Kretzu

Title:

Senior Vice President, Relationship Director

EX-10.1 — SANDRIDGE ENERGY, INC. 2016 OMNIBUS INCENTIVE PLAN, AS AMENDED

EX-10.1

Filename: ea029482501ex10-1.htm · Sequence: 3

Exhibit 10.1

SANDRIDGE ENERGY, INC.

2016 OMNIBUS INCENTIVE PLAN

(As Amended by the First Amendment)

ARTICLE I

PURPOSE

The purpose of this SandRidge

Energy, Inc. 2016 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders

by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals

and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan is effective as of the

date set forth in Article XIV.

ARTICLE II

DEFINITIONS

For purposes of the Plan, the following terms

shall have the following meanings:

2.1 “Affiliate” means each

of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation,

a partnership or limited liability company) that is directly or indirectly controlled 50% or more (whether by ownership of stock, assets

or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any trade or business (including,

without limitation, a partnership or limited liability company) that directly or indirectly controls 50% or more (whether by ownership

of stock, assets or an equivalent ownership interest or voting interest) of the Company; (e) any other entity in which the Company

or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee;

and (f) any Person (as defined below) that a Person either directly or indirectly through one or more intermediaries is in common control

with, is controlled by or controls, each within the meaning of the Securities Act (as defined below); provided that, unless otherwise

determined by the Committee, the Common Stock subject to any Option constitutes “service recipient stock” for purposes of

Section 409A of the Code or otherwise does not subject the Option to Section 409A of the Code.

2.2 “Award” means any award

under the Plan of any Stock Option, Restricted Stock Award, Performance Award, Other Stock- Based Award or Other Cash-Based Award. All

Awards shall be granted by, confirmed by, and subject to the terms of, an Award Agreement issued by the Company.

2.3 “Award Agreement” means

the written or electronic agreement setting forth the terms and conditions applicable to an Award.

2.4 “Board” means the Board

of Directors of the Company.

2.5 “Cause” means, unless otherwise

determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Employment or Termination

of Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement

or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where

there is such an agreement but it does not define “cause” (or words of like import)), termination due to a Participant’s:

(i) refusal or neglect to perform Participant’s duties with the Company; (ii) breach of a written policy of the Company as

in effect from time to time; (iii) commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company;

(iv) engagement in illegal conduct or gross misconduct; (v) breach of any agreement with the Company or an Affiliate; (vi) indictment

for, conviction of, or a plea of guilty or nolo contendere to any felony or other crime involving moral turpitude; or (vii) failure

to reasonably cooperate, following a request to do so by the Company, in any internal or governmental investigation of the Company or

any of its Affiliates; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement

or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines

“cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with

regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition

of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter.

With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes

cause for removal of a director under applicable Delaware law.

2.6 “Change in Control” has

the meaning set forth in Section 10.2.

2.7 “Change in Control Price”

has the meaning set forth in Section 10.1.

2.8 “Code” means the Internal

Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any

Treasury Regulation and other official guidance and regulations promulgated thereunder.

2.9 “Commission” means the

United States Securities and Exchange Commission.

2.10 “Committee” means any

committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer

the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan.

2.11 “Common Stock” means the

common stock, $0.001 par value per share, of the Company.

2.12 “Company” means SandRidge

Energy, Inc., a Delaware corporation, and its successors by operation of law.

2.13 “Consultant” means any

natural person who is an advisor or consultant to the Company or its Affiliates.

2.14 “Control” means the possession,

directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through the ownership

of stock, by agreement or otherwise and “Controlled” has a corresponding meaning.

2.15 “Disability” means, unless

otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination, a permanent

and total disability as defined in Section 22(e)(3) of the Code. The Committee shall determine when a Disability has occurred. Notwithstanding

the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section

409A(a)(2)(C)(i) or (ii) of the Code.

2.16 “Effective Date” means

the effective date of the Plan as defined in Article XIV.

2.17 “Eligible Employees” means

each employee of the Company or an Affiliate.

2.18 “Eligible Individual”

means an Eligible Employee, Non-Employee Director or Consultant who is designated by the Committee in its discretion as eligible to receive

Awards subject to the conditions set forth herein.

2.19 “Exchange Act” means the

Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include

such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any

future legislation or regulation amending, supplementing or superseding such section or regulation.

2.20 “Fair Market Value” means,

for purposes of the Plan, unless otherwise provided in an Award Agreement or as required by any applicable provision of the Code or any

regulations issued thereunder, as of any date and except as provided below: (a) if the Common Stock is traded, listed or otherwise reported

or quoted on a national securities exchange, the last sales price reported for the Common Stock on the applicable date on the principal

national securities exchange in the United States on which it is then traded, listed or otherwise reported or quoted; or (b) if the

Common Stock is not traded, listed or otherwise reported or quoted on a national securities exchange, the Committee shall determine in

good faith the Fair Market Value in whatever manner it considers appropriate, taking into account the requirements of Section 409A of

the Code and any other applicable laws, rules or regulations. For purposes of the grant of any Award, the applicable date shall be the

trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable date

shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the next

day that it is open.

2.21 “Family Member” means

“family member” as defined in Section A.1.(a)(5) of the general instructions of Form S-8 of the Commission.

2.22 “Good Reason” means, unless

otherwise determined by the Committee in the applicable Award Agreement, the following:

(a) in the case where there is no employment agreement,

consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant

at the time of the grant of the Award (or where there is such an agreement but it does not define “good reason” (or words

of like import)), the occurrence, without the Participant’s consent, of either of the following events: (i) any material diminution

of the Participant’s title, duties, responsibilities or authorities; or (ii) any breach by the Company or the employing Affiliate,

as applicable, of any of its material obligations to the Participant. Prior to resigning for Good Reason, the Participant shall give written

notice to the Company or the employing Affiliate, as applicable, of the facts and circumstances claimed to provide a basis for such resignation

not more than sixty (60) days following the Participant’s knowledge of such facts and circumstances, and the Company or the employing

Affiliate, as applicable, shall have ten (10) business days after receipt of such notice to cure (and if so cured, the Participant shall

not be permitted to resign for Good Reason in respect thereof) and the Participant shall resign within ten (10) business days following

the Company’s or the employing Affiliate’s, as applicable, failure to cure; or (b) in the case where there is an employment

agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the

Participant at the time of the grant of the Award that defines “good reason” (or words of like import), “good reason”

as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “good reason”

only applies on occurrence of a change in control, such definition of “good reason” shall not apply until a change in control

actually takes place and then only with regard to a termination thereafter.

2.23 “Incentive Stock Option”

means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries and its Parents (if any) under the Plan intended

to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

2.24 “Lead Underwriter” has

the meaning set forth in Section 13.19.

2.25 “Lock-Up Period” has the

meaning set forth in Section 13.19.

2.26 “Non-Employee Director”

means a director or a member of the Board of the Company or any Affiliate who is not a then current employee of the Company or any Affiliate.

2.27 “Non-Qualified Stock Option”

means any Stock Option awarded under the Plan that is not an Incentive Stock Option.

2.28 “Other Cash-Based Award”

means an Award granted pursuant to Section 9.3 of the Plan and payable in cash at such time or times and subject to such terms and conditions

as determined by the Committee in its sole discretion.

2.29 “Other Stock-Based Award”

means an Award under Article IX of the Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on,

Common Stock, including, without limitation, an Award valued by reference to an Affiliate.

2.30 “Parent” means any parent

corporation of the Company within the meaning of Section 424(e) of the Code.

2.31 “Participant” means an

Eligible Individual to whom an Award has been granted pursuant to the Plan.

2.32 “Performance Award” means

an Award granted to a Participant pursuant to Article VIII hereof contingent upon achieving certain Performance Goals.

2.33 “Performance Goals” means

goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable based on one or more

of the performance goals set forth in Exhibit A hereto.

2.34 “Performance Period” means

the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.

2.35 “Plan” means this SandRidge

Energy, Inc. 2016 Omnibus Incentive Plan, as amended from time to time.

2.36 “Principal” means Carl

C. Icahn.

2.37 “Principal Stockholder”

means any of Icahn Partners LP, any Affiliate of Icahn Partners LP, the Principal and any Related Party.

2.38 “Proceeding” has the meaning

set forth in Section 13.8.

2.39 “Related Party” means

(1) the Principal and his siblings, his and their respective spouses and descendants (including stepchildren and adopted children) and

the spouses of such descendants (including stepchildren and adopted children) (collectively, the “Family Group”); (2)

any trust, estate, partnership, corporation, company, limited liability company or unincorporated association or organization (each, an

“Entity” and collectively “Entities”) Controlled by one or more members of the Family Group; (3) any Entity

over which one or more members of the Family Group, directly or indirectly, have rights that, either legally or in practical effect, enable

them to make or veto significant management decisions with respect to such Entity, whether pursuant to the constituent documents of such

Entity, by contract, through representation on a board of directors or other governing body of such Entity, through a management position

with such Entity or in any other manner (such rights, hereinafter referred to as “Veto Power”); (4) the estate of any

member of the Family Group; (5) any trust created (in whole or in part) by any one or more members of the Family Group; (6)

any individual or Entity who receives an interest in any estate or trust listed in clauses (4) or (5), to the extent of such interest;

(7) any trust or estate, substantially all the beneficiaries of which (other than charitable organizations or foundations) consist of

one or more members of the Family Group; (8) any organization described in Section 501(c) of the Code, over which any one or more

members of the Family Group and the trusts and estates listed in clauses (4), (5) and (7) have direct or indirect Veto Power, or to which

they are substantial contributors (as such term is defined in Section 507 of the Code); (9) any organization described in Section

501(c) of the Code of which a member of the Family Group is an officer, director or trustee; or (10) any Entity, directly or indirectly

(a) owned or Controlled by or (b) a majority of the economic interests in which are owned by, or are for or accrue to the benefit of,

in either case, any Person or Persons identified in clauses (1) through (9) above. For the purposes of this definition, and for the avoidance

of doubt, in addition to any Person or Persons that may be considered to possess Control, (x) a partnership shall be considered Controlled

by a general partner or managing general partner thereof, (y) a limited liability company shall be considered Controlled by a managing

member of such limited liability company and (z) a trust or estate shall be considered Controlled by any trustee, executor, personal representative,

administrator or any other Person or Persons having authority over the control, management or disposition of the income and assets therefrom.

2.40 “Reorganization” has the

meaning set forth in Section 4.2(b)(ii).

2.41 “Restricted Stock” means

an Award of shares of Common Stock under the Plan that is subject to restrictions under Article VII.

2.42 “Restriction Period” has

the meaning set forth in Section 7.3(a) with respect to Restricted Stock.

2.43 “Rule 16b-3” means Rule

16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.

2.44 “Section 162(m) of the Code”

means the exception for performance-based compensation under Section 162(m) of the Code and any applicable Treasury Regulations thereunder.

2.45 “Section 409A of the Code”

means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable Treasury Regulations and other official

guidance thereunder.

2.46 “Securities Act” means

the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities

Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section,

and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.47 “Stock Option” or “Option”

means any option to purchase shares of Common Stock granted to Eligible Individuals granted pursuant to Article VI.

2.48 “Subsidiary” means any

subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2.49 “Ten Percent Stockholder”

means a person owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company,

its Subsidiaries or its Parent.

2.50 “Termination” means a

Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

2.51 “Termination of Consultancy”

means: (a) that the Consultant is no longer acting as a consultant to the Company or any of its Affiliates; or (b) when an entity

(other than the Company) that is retaining a Participant as a Consultant ceases to be an Affiliate, unless the Participant otherwise is,

or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event

that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s consultancy,

unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such

time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the

Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise

define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy”

does not subject the applicable Award to Section 409A of the Code.

2.52 “Termination of Directorship”

means: (a) that the Non-Employee Director has ceased to be a director of the Company or any of its Affiliates; or (b) when an entity

(other than the Company) for which the Participant is serving as a Non-Employee Director ceases to be an Affiliate, unless the Participant

otherwise is, or thereupon becomes, a Non-Employee Director of the Company or another Affiliate at the time the entity ceases to be an

Affiliate. In the event that a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of such Non-Employee

Director’s directorship, unless otherwise determined by the Committee, in its sole discretion, such Non-Employee Director’s

ceasing to be a director of the Company or an Affiliate shall not be treated as a Termination of Directorship, unless and until the Participant

has a Termination of Employment or Termination of Consultancy, as the case may be.

2.53 “Termination of Employment”

means: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant

from the Company and all of its Affiliates; or (b) when an entity (other than the Company) which is employing a Participant ceases

to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time

the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the

termination of such Eligible Employee’s employment, unless otherwise determined by the Committee, in its sole discretion, no Termination

of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a

Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the Award Agreement

or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter, provided that any such change

to the definition of the term “Termination of Employment” does not subject the applicable Award to Section 409A of the Code.

2.54 “Transfer” means: (a)

when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including

the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary (including by operation of law),

and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose

of (including the issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including

by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.

ARTICLE III

ADMINISTRATION

3.1 The Committee. The Plan shall be administered

and interpreted by the Committee. Each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3,

(b) an “outside director” under Section 162(m) of the Code and (c) an “independent director” under the rules of

any national securities exchange or national securities association, as applicable. If it is later determined that one or more members

of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to

qualify.

3.2 Grants of Awards. The Committee shall

have full authority to grant, pursuant to the terms of the Plan, to Eligible Individuals: (i) Stock Options, (ii) Restricted Stock, (iii)

Performance Awards; (iv) Other Stock-Based Awards; and (v) Other Cash-Based Awards. In particular, the Committee shall have

the authority:

(a) to select the Eligible Individuals

to whom Awards may from time to time be granted hereunder;

(b) to determine whether and to what

extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;

of Common Stock to be covered by each Award granted hereunder;

(d) to determine the terms and conditions,

not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price

(if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof,

regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine,

in its sole discretion);

(e) to determine the amount of cash

to be covered by each Award granted hereunder;

(f) to determine whether, to what extent

and under what circumstances grants of Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction

with or apart from other awards made by the Company outside of the Plan;

(g) to determine whether and under

what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.4(d);

(h) to determine whether a Stock Option

is an Incentive Stock Option or Non-Qualified Stock Option;

(i) to impose a “blackout”

period during which Options may not be exercised;

(j) to determine whether to require

a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares of Common Stock acquired pursuant

to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition

of such Award;

(k) to modify, extend or renew an Award,

subject to Article XI and Section 6.4(l), provided, however, that such action does not subject the Award to Section 409A of the Code without

the consent of the Participant; and

(l) solely to the extent permitted

by applicable law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis

and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise Options under the Plan. For the

sake of clarity and to the extent permitted by applicable law, the Board or the Committee may delegate to an officer of the Company the

authority to make Awards hereunder.

3.3 Guidelines. Subject to Article XI hereof,

the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan

and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock

exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and

any Award issued under the Plan (and any Award Agreements relating thereto); and to otherwise supervise the administration of the

Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating

thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt

special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign

jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. Notwithstanding the foregoing,

no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant’s consent.

To the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3, and with respect to Awards intended

to be “performance-based,” the applicable provisions of Section 162(m) of the Code, and the Plan shall be limited, construed

and interpreted in a manner so as to comply therewith.

3.4 Decisions Final. Any decision, interpretation

or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members)

arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and

shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators,

successors and assigns.

3.5 Delegations and Designations/Liability.

(a) The Committee may designate employees of the

Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by applicable

law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf

of the Committee.

(b) The Committee may employ such legal counsel,

consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such

counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board

in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated

or granted authority pursuant to sub- section (a) above shall not be liable for any action or determination made in good faith with respect

to the Plan. To the maximum extent permitted by applicable law, no officer or employee of the Company or its Affiliates or member or former

member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or

any Award granted under it.

ARTICLE IV

SHARE LIMITATION

4.1 Shares. The aggregate number of shares

of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall

not exceed 4,597,163 shares (subject to any increase or decrease pursuant to Section 4.2) (the “Share Reserve”), which may

be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. The maximum

number of shares of Common Stock with respect to which Incentive Stock Options may be granted under the Plan shall be equal to the Share

Reserve. If any Option or Other Stock- Based Award granted under the Plan expires, terminates or is canceled for any reason without having

been exercised in full, the number of shares of Common Stock underlying any unexercised Award shall again be available for the purpose

of Awards under the Plan. If any shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common

Stock awarded under the Plan to a Participant are forfeited for any reason, including in connection with the satisfaction of minimum withholding

tax obligations as described in Section 13.4 below, the number of forfeited shares of Restricted Stock, Performance Awards or Other Stock-Based

Awards denominated in shares of Common Stock shall again be available for purposes of Awards under the Plan. Any Award under the Plan

settled in cash shall not be counted against the foregoing maximum share limitation. The maximum grant date fair value of all Awards granted

to any director during any calendar year shall not exceed $750,000.

(a) Individual Participant Limitations. To the

extent required by Section 162(m) of the Code for Awards under the Plan to qualify as “performance-based compensation,” the

following individual Participant limitations shall apply:

(i) The maximum number of shares of

Common Stock subject to any Award of Stock Options, or shares of Restricted Stock, or Other Stock-Based Awards for which the grant of

such Award or the lapse of the relevant Restriction Period is subject to the attainment of Performance Goals in accordance with Section

7.3(a)(ii) which may be granted under the Plan during any fiscal year of the Company to any Participant shall be 500,000 shares per type

of Award (which shall be subject to increase or decrease pursuant to Section 4.2), provided that the maximum number of shares of Common

Stock for all such types of Awards to any Participant does not exceed 500,000 shares (which shall be subject to increase or decrease pursuant

to Section 4.2) during any fiscal year of the Company.

(ii) There are no annual individual

share limitations applicable to Participants on Restricted Stock or Other Stock-Based Awards for which the grant, vesting or payment (as

applicable) of any such Award is not subject to the attainment of Performance Goals.

(iii) The maximum number of shares of

Common Stock subject to any Performance Award that may be granted under the Plan during any fiscal year of the Company to any Participant

shall be 500,000 shares (which shall be subject to any further increase or decrease pursuant to Section 4.2) with respect to any fiscal

year of the Company.

(iv) The maximum value of a cash payment

made under a Performance Award which may be granted under the Plan with respect to any fiscal year of the Company to any Participant shall

be $2,000,000, if the Performance Period is limited to a single fiscal year, and $6,000,000, if the Performance Period spans multiple

fiscal years.

(v) The individual Participant limitations

set forth in this Section 4.1(b) (other than Section 4.1(b)(iii)) shall be cumulative; that is, to the extent that shares of Common

Stock for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant

in a fiscal year, the number of shares of Common Stock available for Awards to such Participant shall automatically increase in the subsequent

fiscal years during the term of the Plan until used.

4.2 Changes.

(a) The existence of the Plan and the

Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize

(i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any

merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference stock

ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer

of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding.

(b) Subject to the provisions of Section

10.1:

(i) If the Company at any time subdivides

(by any split, recapitalization or otherwise) the outstanding Common Stock into a greater number of shares of Common Stock, or combines

(by reverse split, combination or otherwise) its outstanding Common Stock into a lesser number of shares of Common Stock, then the respective

exercise prices for outstanding Awards that provide for a Participant elected exercise and the number of shares of Common Stock covered

by outstanding Awards shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or

available for, Participants under the Plan.

(ii) Excepting transactions covered

by Section 4.2(b)(i), if the Company effects any merger, consolidation, statutory exchange, spin-off, reorganization, sale or transfer

of all or substantially all the Company’s assets or business, or other corporate transaction or event in such a manner that the

Company’s outstanding shares of Common Stock are converted into the right to receive (or the holders of Common Stock are entitled

to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or

other entity (each, a “Reorganization”), then, subject to the provisions of Section 10.1, (A) the aggregate number or kind

of securities that thereafter may be issued under the Plan, (B) the number or kind of securities or other property (including cash) to

be issued pursuant to Awards granted under the Plan (including as a result of the assumption of the Plan and the obligations hereunder

by a successor entity, as applicable), or (C) the purchase price thereof, shall be appropriately adjusted by the Committee to prevent

dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iii) If there shall occur any change

in the capital structure of the Company other than those covered by Section 4.2(b)(i) or 4.2(b) (ii), including by reason of any extraordinary

dividend (whether cash or equity), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable

into, or exercisable for, any class of equity securities of the Company, then the Committee shall adjust any Award and make such other

adjustments to the Plan to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iv) Any such adjustment determined

by the Committee pursuant to this Section 4.2(b) shall be final, binding and conclusive on the Company and all Participants and their

respective heirs, executors, administrators, successors and permitted assigns. Any adjustment to, or assumption or substitution of, an

Award under this Section 4.2(b) shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation

§1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in this Section 4.2 or in the applicable

Award Agreement, a Participant shall have no additional rights under the Plan by reason of any transaction or event described in this

Section 4.2.

(v) Fractional shares of Common Stock

resulting from any adjustment in Awards pursuant to Section 4.2(a) or this Section 4.2(b) shall be aggregated until, and eliminated at,

the time of exercise or payment by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than

one-half. No cash settlements shall be required with respect to fractional shares eliminated by rounding. Notice of any adjustment shall

be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given)

shall be effective and binding for all purposes of the Plan.

4.3 Minimum Purchase Price. Notwithstanding

any provision of the Plan to the contrary, if authorized but previously unissued shares of Common Stock are issued under the Plan, such

shares shall not be issued for a consideration that is less than as permitted under applicable law.

ARTICLE V

ELIGIBILITY

5.1 General Eligibility. All current and

prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the

Plan shall be determined by the Committee in its sole discretion.

5.2 Incentive Stock Options. Notwithstanding

the foregoing, only Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock

Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined

by the Committee in its sole discretion.

5.3 General Requirement. The vesting and

exercise of Awards granted to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee,

Consultant or Non-Employee Director, respectively.

ARTICLE VI

STOCK OPTIONS

6.1 Options. Stock Options may be granted

alone or in addition to other Awards granted under the Plan. Each Stock Option granted under the Plan shall be of one of two types: (a)

an Incentive Stock Option or (b) a Non-Qualified Stock Option.

6.2 Grants. The Committee shall have the

authority to grant to any Eligible Employee one or more Incentive Stock Options, Non- Qualified Stock Options, or both types of Stock

Options, in each case, pursuant to an Award Agreement. The Committee shall have the authority to grant any Consultant or Non-Employee

Director one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether

because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not

so qualify shall constitute a separate Non- Qualified Stock Option.

6.3 Incentive Stock Options. Notwithstanding

anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered,

nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code,

or, without the consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422.

6.4 Terms of Options. Options granted under

the Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions,

not inconsistent with the terms of the Plan, as the Committee shall deem desirable, including those set forth in an Award Agreement:

(a) Exercise Price. The exercise price

per share of Common Stock subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share

exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder,

110%) of the Fair Market Value of the Common Stock at the time of grant.

(b) Stock Option Term. The term of

each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than ten (10) years after the

date the Option is granted; and provided, further, that the term of an Incentive Stock Option granted to a Ten Percent Stockholder

shall not exceed five (5) years.

provided by the Committee in accordance with the provisions of this Section 6.4, Stock Options granted under the Plan shall be exercisable

at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee

provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that

such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the

exercisability at any time at or after the time of grant in whole or in part (including, without limitation, waiver of the installment

exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee

shall determine, in its sole discretion.

(d) Method of Exercise. Subject to

whatever installment exercise and waiting period provisions apply under Section 6.4(c), to the extent vested, Stock Options may be exercised

in whole or in part at any time during the Option term, by giving written notice of exercise to the Company (or to its agent specifically

designated for such purpose) specifying the number of shares of Common Stock to be purchased (which notice may be provided in an electronic

form to the extent acceptable to the Committee and the Company). Such notice shall be accompanied by payment in full of the purchase price

as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted

by applicable law, if the Common Stock is traded on a national securities exchange, and the Committee authorizes, through a procedure

whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the

Company shares of Common Stock with an aggregate value equal to the purchase price; (iii) by having the Company withhold shares of

Common Stock issuable upon exercise of the Stock Option; or (iv) on such other terms and conditions as may be acceptable to the Committee

(including, without limitation, with the consent of the Committee, by payment in full or in part in the form of Common Stock owned by

the Participant, based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee). No shares of

Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.

(e) Non-Transferability of Options.

No Stock Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock

Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee

may determine, in its sole discretion, at the time of grant or thereafter that a Non- Qualified Stock Option that is otherwise not Transferable

pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions,

as specified by the Committee. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence

(i) may not be subsequently Transferred other than by will or by the laws of descent and distribution; (ii) remains subject to the

terms of the Plan and the applicable Award Agreement; and (iii) may be exercised by such Family Member. Any shares of Common Stock

acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible

transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of the Plan and the

applicable Award Agreement.

(f) Termination by Death or Disability.

Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s

Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at

the time of the Participant’s Termination may be exercised by the Participant (or in the case of the Participant’s death,

by the legal representative of the Participant’s estate) at any time within a period of one (1) year from the date of such Termination,

but in no event beyond the expiration of the stated term of such Stock Options; provided, however, that, in the event of a Participant’s

Termination by reason of Disability, if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant

shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one (1) year from

the date of such death, but in no event beyond the expiration of the stated term of such Stock Options.

(g) Involuntary Termination Without

Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter,

if a Participant’s Termination is by involuntary termination by the Company without Cause, all Stock Options that are held by such

Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at

any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated term

of such Stock Options.

(h) Voluntary Resignation. Unless otherwise

determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s

Termination is voluntary (other than a voluntary termination described in Section 6.4(i)(y) hereof), all Stock Options that are held by

such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant

at any time within a period of thirty (30) days from the date of such Termination, but in no event beyond the expiration of the stated

term of such Stock Options.

(i) Termination for Cause. Unless otherwise

determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s

Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.4(h)) after the occurrence of an event that would

be grounds for a Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon

terminate and expire as of the date of such Termination.

(j) Unvested Stock Options. Unless

otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, Stock Options

that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such

Termination.

(k) Incentive Stock Option Limitations.

To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive

Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under the Plan and/or any other stock

option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options.

In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or any Parent at all times from the time

an Incentive Stock Option is granted until three (3) months prior to the date of exercise thereof (or such other period as required by

applicable law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any provision of the Plan not be necessary

in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may

amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.

(l) Form, Modification, Extension and

Renewal of Stock Options. Subject to the terms and conditions and within the limitations of the Plan, including those set forth in the

following sentence, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee

may (i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced

without such Participant’s consent and provided, further, that such action does not subject the Stock Options to Section 409A of

the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options (to the extent not theretofore

exercised) and authorize the granting of new Stock Options or other Awards in substitution therefor (to the extent not theretofore exercised).

Notwithstanding the foregoing, except in connection with a corporate transaction involving the Company in accordance with Section 4.2

(including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger,

consolidation, split- up, spin-off, combination, or exchange of shares), an outstanding Stock Option may not be modified to reduce the

exercise price thereof nor may a new Stock Option at a lower price be substituted for a surrendered Stock Option, unless such action is

approved by the stockholders of the Company.

(m) Early Exercise. The Committee may

provide that a Stock Option include a provision whereby the Participant may elect at any time before the Participant’s Termination

to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option prior to the full vesting

of the Stock Option, and such shares shall be subject to the provisions of Article VII and be treated as Restricted Stock, which will

remain subject to the original vesting schedule applicable to the predecessor Stock Option. Unvested shares of Common Stock so purchased

may be subject to a repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate.

(n) Other Terms and Conditions. The

Committee may include a provision in an Award Agreement providing for the automatic exercise of a Non-Qualified Stock Option on a cashless

basis on the last day of the term of such Option if the Participant has failed to exercise the Non-Qualified Stock Option as of such date,

with respect to which the Fair Market Value of the shares of Common Stock underlying the Non-Qualified Stock Option exceeds the exercise

price of such Non-Qualified Stock Option on the date of expiration of such Option, subject to Section 13.4. Stock Options may contain

such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate. The

recipient of a Stock Option under this Article VI shall not be entitled to receive, currently or on a deferred basis, dividends or dividend

equivalents in respect of the number of shares of Common Stock covered by the Stock Option. The Company will evidence each Participant’s

ownership of Common Stock issued upon exercise of a Stock Option pursuant to a designated system, such as book entries by the transfer

agent; if a stock certificate for such shares of Common Stock is issued, it will be substantially in the form set forth in Section

7.2(c).

ARTICLE VII

RESTRICTED STOCK

7.1 Awards of Restricted Stock. Shares

of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the

Eligible Individuals, to whom, and the time or times at which, grants of Restricted Stock shall be made, the number of shares to be awarded,

the price (if any) to be paid by the Participant (subject to Section 7.2), the time or times within which such Awards may be subject to

forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards. The Committee may

condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets (including, the Performance Goals)

or such other factor as the Committee may determine in its sole discretion, including to comply with the requirements of Section 162(m)

of the Code.

7.2 Awards and Certificates. If required

by the Award Agreement, Eligible Individuals selected to receive Restricted Stock shall not have any right with respect to such Award,

unless and until such Participant has complied with all of the applicable terms and conditions of such Award. Further, such Award shall

be subject to the following conditions:

(a) Purchase Price. The purchase price

of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock may be

zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value.

(b) Acceptance. Awards of Restricted

Stock must be accepted within a period of sixty (60) days (or such shorter period as the Committee may specify at grant) after the grant

date, by the Participant executing the Restricted Stock Award Agreement (if required by the Committee) and paying whatever price (if any)

the Committee has designated thereunder.

each Participant’s ownership of Restricted Stock pursuant to a designated system, such as book entries by the transfer agent. If

a stock certificate for such shares of Restricted Stock is issued, such certificate shall be registered in the name of such Participant,

and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions,

and restrictions applicable to such Award, substantially in the following form: “The anticipation, alienation, attachment, sale,

transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions

(including forfeiture) of the SandRidge Energy, Inc. (the “Company”) 2016 Omnibus Incentive Plan (the “Plan”)

and an Agreement entered into between the registered owner and the Company, dated __________. Copies of such Plan and Agreement are on

file at the principal office of the Company.”

(d) Custody. If stock certificates

are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held

in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock,

the Participant shall have delivered a duly signed stock power or other instruments of assignment (including a power of attorney), each

endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the

Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award is forfeited in whole or

part or otherwise transferred to the Company.

7.3 Restrictions and Conditions. The shares

of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

(a) Restriction Period. The Participant

shall not be permitted to Transfer shares of Restricted Stock awarded under the Plan during the period or periods set by the Committee

(the “Restriction Period”) commencing on the date of such Award, as set forth in the Restricted Stock Award Agreement and

such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the shares of Restricted Stock. Within

these limits, based on service, attainment of Performance Goals pursuant to Section 7.3(a)(i) and/or such other factors or criteria as

the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions

in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Stock Award and/or waive the deferral

limitations for all or any part of any Restricted Stock Award.

(i) If the grant of shares of Restricted

Stock or the lapse of restrictions is based on the attainment of Performance Goals, the Committee shall establish the objective Performance

Goals and the applicable vesting percentage of the Restricted Stock applicable to each Participant or class of Participants in writing

prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome

of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting

for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar

type events or circumstances. With regard to a Restricted Stock Award that is intended to comply with Section 162(m) of the Code, to the

extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m)

of the Code, such provision shall be of no force or effect.

(b) Rights as a Stockholder. Except

as provided in Section 7.3(a) and this Section 7.3(b) or as otherwise determined by the Committee in an Award Agreement, the Participant

shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company, including,

without limitation, the right to receive dividends (the payment of which may be deferred until, and conditioned upon, the expiration of

the applicable Restriction Period, as determined in the Committee’s sole discretion), the right to vote such shares and, subject

to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares.

by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of the Award

Agreement and the Plan, upon a Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Stock

still subject to restriction will be forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.

(d) Lapse of Restrictions. If and when

the Restriction Period expires without a prior forfeiture of the shares of Restricted Stock, such earned shares (and to the extent ownership

of such shares is evidenced by stock certificates, the stock certificates for such shares) shall be delivered to the Participant. All

legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable

law or other limitations imposed by the Committee.

ARTICLE VIII

PERFORMANCE AWARDS

8.1 Performance Awards. The Committee may

grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals. The Committee may grant Performance

Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, as well as Performance

Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code. If the Performance

Award is payable in shares of Restricted Stock, such shares shall be transferable to the Participant only upon attainment of the relevant

Performance Goal in accordance with Article VII. If the Performance Award is payable in cash, it may be paid upon the attainment of the

relevant Performance Goals either in cash or in shares of Restricted Stock (based on the then current Fair Market Value of such shares),

as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in

such form that is not inconsistent with the Plan and that the Committee may from time to time approve. With respect to Performance Awards

that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall condition

the right to payment of any Performance Award upon the attainment of objective Performance Goals established pursuant to Section 8.2(c).

8.2 Terms and Conditions. Performance Awards

awarded pursuant to this Article VIII shall be subject to the following terms and conditions:

(a) Earning of Performance Award. At

the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals established

pursuant to Section 8.2(c) are achieved and the percentage of each Performance Award that has been earned.

(b) Non-Transferability. Subject to

the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance Period.

or Standards. With respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section

162(m) of the Code, the Committee shall establish the objective Performance Goals for the earning of Performance Awards based on a Performance

Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period

or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain.

Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding

(or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions)

and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section

162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance

Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

(d) Dividends. To the extent determined

by the Committee, Participants shall be entitled to receive an amount equal to the dividends paid on the number of shares of Common Stock

covered by the Performance Award; provided that the Committee may, in its sole discretion, provide for either of the following at

the time of grant: (i) dividends or dividend equivalents will be paid as accrued but will be subject to the same vesting terms and conditions

as the underlying Performance Award; or (ii) payment of dividends or dividend equivalents shall be deferred until, and conditioned

upon, settlement of the underlying Performance Award.

(e) Payment. Following the Committee’s

determination in accordance with Section 8.2(a), the Company shall settle Performance Awards, in such form (including, without limitation,

in shares of Common Stock or in cash) as determined by the Committee, in an amount equal to such Participant’s earned Performance

Awards. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount less than the earned Performance Awards

and/or subject the payment of all or part of any Performance Award to additional vesting, forfeiture and deferral conditions as it deems

appropriate.

(f) Termination. Subject to the applicable

provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the Performance Period for

a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established

by the Committee at grant.

(g) Accelerated Vesting. Based on service,

performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant, accelerate

the vesting of all or any part of any Performance Award.

ARTICLE IX

OTHER STOCK-BASED AND CASH-BASED AWARDS

9.1 Other Stock-Based Awards. The Committee

is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by reference to,

or otherwise based on or related to shares of Common Stock, including but not limited to, shares of Common Stock awarded purely as a bonus

and not subject to restrictions or conditions, shares of Common Stock in payment of the amounts due under an incentive or performance

plan sponsored or maintained by the Company or an Affiliate, stock equivalent units, restricted stock units, and Awards valued by reference

to book value of shares of Common Stock. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other

Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals,

to whom, and the time or times at which, such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such

Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the

completion of a specified Performance Period. The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment

of specified Performance Goals as the Committee may determine, in its sole discretion; provided that to the extent that such Other

Stock-Based Awards are intended to comply with Section 162(m) of the Code, the Committee shall establish the objective Performance Goals

for the grant or vesting of such Other Stock-Based Awards based on a Performance Period applicable to each Participant or class of Participants

in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the

Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to

the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate

transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent

that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of

the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as “performance-based

compensation” under Section 162(m) of the Code.

9.2 Terms and Conditions. Other Stock-Based

Awards made pursuant to this Article IX shall be subject to the following terms and conditions:

(a) Non-Transferability. Subject to

the applicable provisions of the Award Agreement and the Plan, shares of Common Stock subject to Awards made under this Article IX may

not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance

or deferral period lapses.

(b) Dividends. To the extent determined

by the Committee, Participants shall be entitled to receive an amount equal to the dividends paid on the number of shares of Common Stock

covered by Awards made under this Article IX; provided that the Committee may, in its sole discretion, provide for either of the

following at the time of grant: (i) dividends or dividend equivalents will be paid as accrued but will be subject to the same vesting

terms and conditions as the underlying Award; or (ii) payment of dividends or dividend equivalents shall be deferred until, and conditioned

upon, settlement of the underlying Award.

IX and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined

by the Committee, in its sole discretion.

(d) Price. Common Stock issued on a

bonus basis under this Article IX may be issued for no cash consideration. Common Stock purchased pursuant to a purchase right awarded

under this Article IX shall be priced, as determined by the Committee in its sole discretion.

9.3 Other Cash-Based Awards.

The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals in such amounts, on such terms and conditions,

and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall

determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded

purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the

vesting of such Awards at any time in its sole discretion. The grant of an Other Cash-Based Award shall not require a segregation of any

of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

ARTICLE X

CHANGE IN CONTROL PROVISIONS

10.1 Benefits. In the event of a Change

in Control of the Company (as defined below), and except as otherwise provided by the Committee in an Award Agreement, a Participant’s

unvested Awards shall not vest automatically and a Participant’s Awards shall be treated in accordance with one or more of the following

methods as determined by the Committee in its sole discretion (with such determination having final and binding effect on all parties),

and which determination need not treat all Awards (or portions thereof) in an identical manner:

(a) Awards, whether or not then vested,

shall be continued, assumed, or have new rights substituted therefor, as determined by the Committee in a manner consistent with the requirements

of Section 409A of the Code, and restrictions to which shares of Restricted Stock or any other Award granted prior to the Change in Control

are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion

of the Committee, receive the same distribution as other Common Stock on such terms as determined by the Committee; provided that

the Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash distribution. Notwithstanding anything

to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements

of Treasury Regulation Section 1.424-1 (and any amendment thereto).

(b) The Committee, in its sole discretion,

may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash or other property (including shares of

the resulting entity in connection with a Change in Control) equal to the excess (if any) of the Change in Control Price (as defined below)

of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards (such excess, if any, the “Spread”).

If the Spread applicable to an Award is zero or a negative number, then the Award may be cancelled without making a payment to the Participant.

For purposes hereof, “Change in Control Price” shall mean the highest price per share of Common Stock paid in any transaction

related to a Change in Control of the Company.

discretion, terminate all outstanding and unexercised Stock Options or any Other Stock-Based Award that provides for a Participant elected

exercise, effective as of the date of the Change in Control, by delivering notice of termination to each Participant at least twenty (20)

days prior to the date of consummation of the Change in Control, in which case during the period from the date on which such notice of

termination is delivered to the consummation of the Change in Control, each such Participant shall have the right to exercise in full

all of such Participant’s Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained

in the Award Agreements), but any such exercise shall be contingent on the occurrence of the Change in Control, and, provided that, if

the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and

exercise pursuant thereto shall be null and void.

(d) The Committee may, in its sole

discretion, make any other determination as to the treatment of Awards in connection with such Change in Control as the Committee may

determine. Any escrow, holdback, earnout or similar provisions in the definitive agreement(s) relating to such transaction may apply to

any payment to the holders of Awards to the same extent and in the same manner as such provisions apply to the holders of shares of Common

Stock. Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated

vesting or lapse of restrictions, of an Award at any time.

10.2 Change in Control. Unless otherwise

determined by the Committee in the applicable Award Agreement or other written agreement with a Participant approved by the Committee,

a “Change in Control” shall be deemed to occur if:

(a) any “person,” as such

term is used in Sections 13(d) and 14(d) of the Exchange Act (“Person”) becoming the beneficial owner (as defined in Rule

13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Company (the “Voting Securities”) representing

50% or more of the combined voting power of the Company’s then outstanding securities; provided, however, that in determining

whether a Change in Control has occurred pursuant to this paragraph (a), the acquisition of securities of the Company in a Non-Control

Acquisition (as hereinafter defined) shall not constitute a Change in Control. A “Non-Control Acquisition” shall mean an acquisition

by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person

the majority of the voting power, voting equity securities or equity interest of which is owned, directly or indirectly, by the Company

(for purposes of this definition, a “Majority-Owned Entity”), (ii) the Company, any Principal Stockholder or any Majority-Owned

Entity, or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined);

(b) consummation of a reorganization,

merger, consolidation or other business combination (any of the foregoing, a “Business Combination”) of the Company or any

direct or indirect subsidiary of the Company with any Person unless such Business Combination is a Non-Control Transaction (as hereinafter

defined). A “Non-Control Transaction” shall mean a Business Combination in which:

(i) the shareholders of the Company

immediately before such Business Combination, or one or more Principal Stockholders, own directly or indirectly immediately following

such Business Combination at least a majority of the combined voting power of the outstanding voting securities of (A) the corporation

resulting from such Business Combination (the “Surviving Corporation”), if fifty percent (50%) or more of the combined voting

power of the then outstanding voting securities by the Surviving Corporation is not Beneficially Owned (within the meaning of Rule 13d-3

promulgated under the Exchange Act), directly or indirectly, by another Person (a “Parent Corporation”) or (B) if there is

one or more than one Parent Corporation, the ultimate Parent Corporation; and

(iii) no Person other than (A) the Company

or another corporation that is a party to the agreement of Business Combination, (B) any Majority-Owned Entity, (C) any employee benefit

plan (or any trust forming a part thereof) that, immediately prior to the Business Combination, was maintained by the Company or any Majority-Owned

Entity, (D) any Person who, immediately prior to the Business Combination, had Beneficial Ownership of 50% or more of the then outstanding

Shares or Voting Securities, or (E) any Principal Stockholder, has Beneficial Ownership, directly or indirectly, of 50% or more of the

combined voting power of the outstanding voting securities or common stock of (x) the Surviving Corporation, if there is no Parent Corporation,

or (y) if there is one or more than one Parent Corporation, the ultimate Parent Corporation.; or

of the Company; or

(d) the consummation of a sale or other

disposition by the Company of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any Person

other than (i) a sale or transfer to a Majority-Owned Entity or a Principal Stockholder (or one or more Principal Stockholders acting

together) or (ii) the distribution to the Company’s shareholders of the stock of a Majority-Owned Entity or any other assets. Notwithstanding

the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired

Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities as a result of the acquisition

of Shares or Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then outstanding, increases

the proportional number of shares Beneficially Owned by the Subject Persons; provided that if a Change in Control would occur (but

for the operation of this sentence) as a result of the acquisition of Shares or Voting Securities by the Company and, after such share

acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities and such Beneficial

Ownership increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then

a Change in Control shall occur. With respect to any Award that is characterized as “nonqualified deferred compensation” within

the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment

of such Award unless such event is also a “change in ownership,” a “change in effective control” or a “change

in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

ARTICLE XI

TERMINATION OR AMENDMENT OF PLAN

Notwithstanding any other

provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the

Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article

XIII or Section 409A of the Code), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless

otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment,

suspension or termination, may not be impaired without the consent of such Participant, including as set forth in Section 6.3. Notwithstanding

anything herein to the contrary, the Board may amend the Plan or any Award Agreement at any time without a Participant’s consent

to comply with applicable law, including Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted,

prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action

by the Committee shall impair the rights of any holder without the holder’s consent.

ARTICLE XII

UNFUNDED STATUS OF PLAN

The Plan is intended to constitute

an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed

and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant

any right that is greater than those of a general unsecured creditor of the Company.

ARTICLE XIII

GENERAL PROVISIONS

13.1 Legend. The Committee may require

each person receiving shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the

Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required

by the Plan, the certificates for such shares (if any) may include any legend that the Committee deems appropriate to reflect any restrictions

on Transfer. All certificates for shares of Common Stock (to the extent such shares are certificated) delivered under the Plan shall be

subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other

requirements of the Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system

or over-the-counter market upon whose system the Common Stock is then quoted, any applicable federal or state securities law, and any

applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference

to such restrictions.

13.2 Other Plans. Nothing contained in

the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such

approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

13.3 No Right to Employment/Directorship/Consultancy.

Neither the Plan nor the grant of any Option or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee

Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall the

Plan nor the grant of any Option or other Award hereunder limit in any way the right of the Company or any Affiliate by which an employee

is employed or a Consultant or Non-Employee Director is retained to terminate such employment, consultancy or directorship at any time.

13.4 Withholding of Taxes. The Company

shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery

of shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required

by law to be withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election

under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any minimum statutorily required withholding

obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of shares

of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Any fraction of a share of Common Stock required

to satisfy such tax obligations shall be disregarded and the amount due in respect of such fraction of a share shall be paid instead in

cash by the Participant.

13.5 No Assignment of Benefits. No Award

or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable

in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for

or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it

be subject to attachment or legal process for or against such person.

13.6 Listing and Other Conditions.

(a) Unless otherwise determined by

the Committee, as long as the Common Stock is listed on a national securities exchange, system sponsored by a national securities association

or recognized over-the-counter market, the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such shares

being listed on such exchange, system or market. The Company shall have no obligation to issue such shares unless and until such shares

are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has

been effected.

(b) If at any time counsel to the Company

shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or other Award is or may in the circumstances

be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction,

the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification

or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any

Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result

in the imposition of excise taxes on the Company.

of suspension under this Section 13.6, any Award affected by such suspension which shall not then have expired or terminated shall be

reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period

of such suspension, but no such suspension shall extend the term of any Award.

(d) A Participant shall be required

to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company

in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

13.7 Governing Law. The Plan and actions

taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law

that might otherwise govern under applicable Delaware principles of conflict of laws).

13.8 Jurisdiction; Waiver of Jury

Trial. Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent

jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court

for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting

the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating

to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”),

to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware,

and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding

shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that

any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or

thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient

court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort

or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding

may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage

prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company

or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the

Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

13.9 Construction. Wherever any words are

used in the Plan or an Award Agreement in the masculine gender they shall be construed as though they were also used in the feminine gender

in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they

were also used in the plural form in all cases where they would so apply.

13.10 Other Benefits. No Award granted

or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or

its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount

of benefits is related to the level of compensation.

13.11 Costs. The Company shall bear all

expenses associated with administering the Plan, including expenses of issuing Common Stock pursuant to Awards hereunder.

13.12 No Right to Same Benefits. The provisions

of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent

years.

13.13 Death/Disability. The Committee may

in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability

and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems

necessary to establish the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to

be bound by all of the terms and conditions of the Plan and the applicable Award Agreement.

13.14 Section 16(b) of the Exchange Act.

All elections and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving shares of Common Stock are

intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may establish and adopt written administrative

guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration

and operation of the Plan and the transaction of business thereunder.

13.15 Section 409A of the Code. The Plan

is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in

accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will

comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary

of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision

in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and

to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability

to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not

so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the

Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with

the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s)

of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be

made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s

separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6)

months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid

(in a manner set forth in the Award Agreement) upon expiration of such delay period.

13.16 Successors and Assigns. The Plan

and any applicable Award Agreement(s) shall be binding on all successors and permitted assigns of a Participant, including, without limitation,

the estate of such Participant and the executor, administrator or trustee of such estate.

13.17 Severability of Provisions. If any

provision of the Plan or any Award Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect

any other provisions hereof, and the Plan and/or Award Agreement shall be construed and enforced as if such provisions had not been included.

13.18 Payments to Minors, Etc. Any benefit

payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when

paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such

payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their officers, directors/managers, employees,

agents and representatives with respect thereto.

13.19 Lock-Up Agreement. As a condition

to the grant of an Award, if requested by the Company and the lead underwriter of any public offering of Common Stock (the “Lead

Underwriter”), a Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic

risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities

convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire Common Stock (except Common

Stock included in such public offering or acquired on the public market after such offering) during such period of time following the

effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the

“Lock-Up Period”). The Participant shall further agree to sign such documents as may be requested by the Lead Underwriter

to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant

to an Award until the end of such Lock-Up Period.

13.20 Headings and Captions. The headings

and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed

in the construction of the Plan.

13.21 Section 162(m) of the Code. Notwithstanding

any other provision of the Plan to the contrary, the provisions of the Plan requiring compliance with Section 162(m) of the Code shall

not apply to Awards granted under the Plan that are not intended to qualify as “performance-based compensation” under Section

162(m) of the Code.

13.22 Company Recoupment of Awards. A Participant’s

rights with respect to any Award hereunder shall in all events be subject to (i) any right that the Company may have under any Company

recoupment policy or other agreement or arrangement with a Participant, or (ii) any right or obligation that the Company may have regarding

the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations

promulgated thereunder from time to time by the Commission.

ARTICLE XIV

EFFECTIVE DATE OF PLAN

The Plan shall become effective

upon its adoption by the Board.

ARTICLE XV

TERM OF PLAN

No Award shall be granted

pursuant to the Plan on or after the tenth anniversary of stockholder approval of the First Amendment to the Plan at the Company’s

2026 annual meeting of stockholders, but any Award granted prior to such tenth anniversary may extend beyond such date until the final

disposition of such Award.

ARTICLE XVI

NAME OF PLAN

The Plan shall be known as

the “SandRidge Energy, Inc. 2016 Omnibus Incentive Plan.”

EXHIBIT A

PERFORMANCE GOALS

To the extent permitted under

Section 162(m) of the Code, performance goals established for purposes of Awards intended to be “performance-based compensation”

under Section 162(m) of the Code, shall be based on the attainment of certain target levels of, or a specified increase or decrease (as

applicable) in one or more of the following: Production growth; Reserve growth; Reserve replacement; Lease operating expense;

Revenue growth; Finding/development costs; Net sales; Operating income; Pre- or after-tax income; Operating profit

minus capital charges; Cash flow, including operating cash flow, free cash flow, cash flow return on equity and cash flow return

on investment; Net income; Earnings per share; Earnings before interest and taxes; Earnings before interest, taxes,

depreciation and/or amortization; Return on equity; Return on invested capital; Return on assets; Economic value added

(or an equivalent measure); Share price performance; Total stockholder return; Improvement in or achievement of expense

levels; Improvement in or achievement of working capital levels; Innovation as measured by a percentage of sales of new products;

Market share; Productivity ratios; Completion and/or integration of acquisitions of businesses or companies; Completion

of divestitures and asset sales; and Any combination of any of the foregoing business criteria. With respect to Awards that are intended

to qualify as “performance-based compensation” under Section 162(m) of the Code, to the extent permitted under Section 162(m)

of the Code, the Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence that

the Committee determines should be appropriately excluded or adjusted, including:

(a) restructurings, discontinued operations,

extraordinary items or events, and other unusual or non-recurring charges as described in Accounting Standards Codification 225-20, “Extraordinary

and Unusual Items,” and/or management’s discussion and analysis of financial condition and results of operations appearing

or incorporated by reference in the Company’s Form 10-K for the applicable year;

(b) an event either not directly related

to the operations of the Company or not within the reasonable control of the Company’s management;

standards required by generally accepted accounting principles; or

(d) a decision to accelerate or defer

capital expenditures or expenses contrary to the timing reflected in the Company’s annual financial plan. Performance goals may

also be based upon individual participant performance goals, as determined by the Committee, in its sole discretion. In addition, Awards

that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be based on the

performance goals set forth herein or on such other performance goals as determined by the Committee in its sole discretion or without

regard to any performance goals. In addition, such performance goals may be based upon the attainment of specified levels of Company (or

subsidiary, division, other operational unit, administrative department or product category of the Company) performance under one or more

of the measures described above relative to the performance of one or more other companies or one or more groups of companies (e.g. an

index). With respect to Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the

Code, to the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including,

without limitation, compliance with any requirements for stockholder approval), the Committee may also:

(a) designate additional business criteria

on which the performance goals may be based; or

(b) adjust, modify or amend the aforementioned

business criteria.

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