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The consent solicitation process
Ø Proposal 1: amend bylaws — amended bylaws are necessary for the removal of existing Board members
Ø (i) De-stagger the board of directors of the Company (the "Board") by providing that directors will be elected for one-
year terms beginning with the 2013 annual meeting of stockholders,
Ø (ii) Provide that the size of the Board may be fixed by either a majority vote of the Board or vote of the stockholders,
Ø (iii) Provide that vacancies on the Board may be filled by the stockholders or by a majority vote of the remaining
directors of the Board, and
Ø (iv) Provide that directors may be removed with or without cause.
Ø Proposal 2: remove existing Board — removal of current Directors is needed to effect change
Ø Remove all seven current members of the Board: Jim J. Brewer, Everett R. Dobson, William A. Gilliland, Daniel W.
Jordan, Roy T. Oliver, Jr., Jeffrey S. Serota and Tom L. Ward (and any person or persons, other than those elected by
our Consent Solicitation, elected, appointed or designated by the Board (or any committee thereof) to fill any vacancy
or newly created directorship since December 26, 2012 and prior to the time that any of the actions proposed to be
taken by our Consent Solicitation become effective)
Ø Proposal 3: elect independent Nominees — we believe independent Nominees will work to drastically reduce
overhead and waste, sell extraneous assets, reduce future funding needs and consider a sale of entire company
Ø Elect Stephen C. Beasley, Edward W. Moneypenny, Fredric G. Reynolds, Peter H. Rothschild, Dinakar Singh, Alan J.
Weber and Dan A. Westbrook (the "Nominees") as directors to fill the resulting vacancies on the Board (or if any
Nominee becomes unable or unwilling to serve as a director of the Company or if the size of the Board is increased, in
either case prior to the effectiveness of this Proposal, any other person who is not a director, officer, employee or
affiliate of TPG-Axon, designated as a Nominee by TPG-Axon)
Ø To be successful, we need to deliver to SandRidge consents from stockholders representing more than 50% of
outstanding shares by March 15, 2013