CERTIFICATE OF DESIGNATION
SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK
SANDRIDGE ENERGY, INC.
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
The undersigned hereby certifies that the following resolution was duly adopted by the board of directors of SandRidge Energy, Inc., a
Delaware corporation (the Corporation), on July 1, 2020:
RESOLVED, that pursuant to the authority vested in the
board of directors of the Corporation (the Board) by the Amended and Restated Certificate of Incorporation of the Corporation (as may be amended from time to time, the Charter), the Board hereby creates,
authorizes and provides for the issue of a series of Preferred Stock, par value $0.001 per share, of the Corporation, to be designated Series A Junior Participating Preferred Stock (hereinafter referred to as the Series A
Preferred Stock), initially consisting of 37,000 shares, and to the extent that the designations, powers, preferences and relative and other special rights and the qualifications, limitations or restrictions of the Series A Preferred Stock
are not stated and expressed in the Charter, hereby fixes and herein states and expresses such designations, powers, preferences and relative and other special rights and the qualifications, limitations and restrictions thereof, as follows:
Section 1. Designation and Amount. The shares of such series shall be designated as Series A Junior
Participating Preferred Stock, and the number of shares constituting such series shall be 37,000. Such number of shares may be increased or decreased by resolution of the Board; provided, however, that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series A Preferred Stock.
Dividends and Distributions.
(a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred
Stock (as defined in the Charter) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of common stock, par value $0.001 per
share, of the Corporation (the Common Stock) shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the last business day of March, June,
September and December in each year (each such date being referred to herein as a Quarterly Dividend Payment Date), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1,000 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash
dividends, plus 1,000 times the aggregate per share amount (payable in kind) of all non-