0001193125-15-096259 Sample Contracts

GOODRICH PETROLEUM CORPORATION Registration Rights Agreement
Registration Rights Agreement • March 18th, 2015 • Goodrich Petroleum Corp • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated March 12, 2015 (this “Agreement”) is entered into by and among Goodrich Petroleum Corporation, a Delaware corporation (the “Company”), Goodrich Petroleum Company, L.L.C., a Louisiana limited liability company (the “Initial Guarantor”), and Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts listed on Schedule A (the “Purchasers”) named in the Purchase Agreement dated February 26, 2015 (the “Purchase Agreement”).

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Goodrich Petroleum Corporation, as Issuer the Subsidiary Guarantor named herein and U.S. Bank National Association, as Trustee and Collateral Agent INDENTURE Dated as of March 12, 2015 8.00% Second Lien Senior Secured Notes due 2018
Indenture • March 18th, 2015 • Goodrich Petroleum Corp • Crude petroleum & natural gas • New York

INDENTURE (this “Indenture”), dated as of March 12, 2015, by and between Goodrich Petroleum Corporation, a Delaware corporation (the “Company”), Goodrich Petroleum Company, L.L.C., as the initial Subsidiary Guarantor, and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).

GOODRICH PETROLEUM CORPORATION and American Stock Transfer & Trust Company, LLC as Warrant Agent Form of Warrant Agreement Dated as of March 12, 2015 Warrants to Purchase 4,884,000 Shares of Common Stock
Warrant Agreement • March 18th, 2015 • Goodrich Petroleum Corp • Crude petroleum & natural gas • New York

WARRANT AGREEMENT, dated as of March 12, 2015, between Goodrich Petroleum Corporation, a Delaware corporation (as further defined below, the “Company”), and American Stock Transfer & Trust Company, LLC as warrant agent (the “Warrant Agent”).

WARRANT REGISTRATION RIGHTS AGREEMENT GOODRICH PETROLEUM CORPORATION WARRANTS TO PURCHASE 4,884,000 SHARES OF COMMON STOCK Dated as of March 12, 2015
Registration Rights Agreement • March 18th, 2015 • Goodrich Petroleum Corp • Crude petroleum & natural gas • New York

This Warrant Registration Rights Agreement (this “Agreement”) is made and entered into as of March 12, 2015, by and among Goodrich Petroleum Corporation, a Delaware corporation (the “Company”), and Franklin Advisers, Inc. on behalf of certain funds and accounts listed on Schedule A (the “Purchasers”), who have agreed to purchase the Company’s Warrants issued pursuant to the Warrant Agreement (the “Warrant Agreement”) between the Company and American Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”).

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