25,000,000 Common Units SANDRIDGE MISSISSIPPIAN TRUST II UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • New York
In rendering such opinion, counsel may rely, to the extent they deem such reliance proper, as to matters of fact upon certificates of officers of the Company and of government officials, provided that counsel shall state their belief that they and you are justified in relying thereon. Copies of all such certificates shall be furnished to you and your counsel on the Closing Date and the Additional Closing Date, as the case may be. With respect to the opinion expressed as to the due qualification and good standing as a foreign entity of SandRidge Subsidiary, state that such opinion is based upon a certificate of foreign qualification or registration and a certificate of good standing provided by the Secretary of the State of Oklahoma (which shall be dated as of a date not more than 10 days prior to the Closing Date and the Additional Closing Date, as the case may be, and shall be provided to counsel to the Underwriters) and express no conclusions beyond what are stated in such certificat
TERM OVERRIDING ROYALTY INTEREST CONVEYANCE ([OKLAHOMA] [KANSAS]) (DEVELOPMENT)Term Overriding Royalty Interest • March 28th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Kansas
This TERM OVERRIDING ROYALTY INTEREST CONVEYANCE ([OKLAHOMA] [KANSAS]) (DEVELOPMENT) (this “Conveyance”) from SandRidge Exploration and Production, LLC, a Delaware limited liability company, with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“Assignor”), to Mistmada Oil Company, Inc., an Oklahoma corporation, with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“Assignee”), is delivered to be effective as of the Effective Time. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article II below.
MORTGAGE ([Oklahoma] [Kansas]) FROM SANDRIDGE EXPLORATION AND PRODUCTION, LLC, as MORTGAGOR TO SANDRIDGE MISSISSIPPIAN TRUST II, as MORTGAGEE Dated as of April [ ], 2012SandRidge Mississippian Trust II • March 28th, 2012 • Crude petroleum & natural gas • Kansas
THIS INSTRUMENT IS TO BE FILED AND RECORDED AS A MORTGAGE IN THE REAL ESTATE RECORDS OF EACH COUNTY IN WHICH THE LANDS DESCRIBED IN EXHIBIT A, OR ANY PORTION THEREOF, ARE LOCATED.
DEVELOPMENT AGREEMENTDevelopment Agreement • March 28th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Oklahoma
This Development Agreement (this “Development Agreement”) by and among SandRidge Energy, Inc., a Delaware corporation, with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“SandRidge Parent”), SandRidge Exploration and Production, LLC, a Delaware limited liability company and wholly owned subsidiary of SandRidge Parent with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“Assignor” and, together with SandRidge Parent, “SandRidge”) and SandRidge Mississippian Trust II, a statutory trust formed under the laws of the State of Delaware (the “Trust”), is delivered to be effective as of 12:01 a.m., Central Time, January 1, 2012 (the “Effective Time”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I below.
PERPETUAL][LONG-TERM] OVERRIDING ROYALTY INTEREST CONVEYANCE ([OKLAHOMA] [KANSAS]) (DEVELOPMENT)SandRidge Mississippian Trust II • March 28th, 2012 • Crude petroleum & natural gas • Kansas
This [PERPETUAL][LONG-TERM] OVERRIDING ROYALTY INTEREST CONVEYANCE ([OKLAHOMA] [KANSAS]) (DEVELOPMENT) (this “Conveyance”) from SandRidge Exploration and Production, LLC, a Delaware limited liability company, with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“Assignor”), to SandRidge Mississippian Trust II, a statutory trust formed under the laws of the State of Delaware, with offices at c/o The Bank of New York Mellon Trust Company, N.A., 919 Congress Avenue, Suite 500, Austin, Texas 78701 (“Assignee”), is delivered to be effective as of the Effective Time. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article II below.
PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE ([OKLAHOMA] [KANSAS]) (PDP)Perpetual Overriding Royalty Interest • March 28th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Kansas
This PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE ([OKLAHOMA] [KANSAS]) (PDP) (this “Conveyance”) from SandRidge Exploration and Production, LLC, a Delaware limited liability company, with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“Assignor”), to SandRidge Mississippian Trust II, a statutory trust formed under the laws of the State of Delaware, with offices at c/o The Bank of New York Mellon Trust Company, N.A., 919 Congress Avenue, Suite 500, Austin, Texas 78701 (“Assignee”), is delivered to be effective as of the Effective Time. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article II below.
