GOODRICH PETROLEUM CORPORATION (NASDAQ:GDPP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Subscription Agreement

On December19, 2016, Goodrich Petroleum Corporation (the
Company) entered into a Common Stock Subscription
Agreement (the Subscription Agreement) with each of the
purchasers listed on Schedule A thereto (the Purchasers)
to which the Purchasers agreed to purchase 2,272,727 shares of
the Companys common stock, par value $0.01 per share (the
Shares), at a price of $11.00 per share (the Private
Placement). The issuance of the Shares to the Subscription
Agreement was made in reliance upon an exemption from
registration provided under Section4(a)(2) of the Securities Act
of 1933, as amended (the Securities Act).

The Private Placement closed on December22, 2016 (the Closing
Date). The Private Placement resulted in approximately $25
million of gross proceeds and approximately $23.5 million of net
proceeds (after deducting placement agent commissions and the
Companys estimated expenses). The Company intends to use the net
proceeds to fund the Companys 2017 Haynesville Shale development
drilling program and for general corporate purposes, including
working capital.

The foregoing is qualified in its entirety by reference to the
Subscription Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.

Registration Rights Agreement

In connection with the closing of the Private Placement, the
Company and the Purchasers entered into that certain Registration
Rights Agreement, dated December22, 2016 (the Registration
Rights Agreement). Under the Registration Rights Agreement,
the Company has agreed to (i)use its reasonable best efforts to
file a Registration Statement on Form S-1 (or any equivalent
successor form) with the Securities and Exchange Commission (the
Commission) no later than 90 days following the Closing
Date (such filing date, the Mandatory Shelf Filing Date)
to register the offer and resale, on a continuous or delayed
basis to Rule 415 under the Securities Act, of the Shares sold in
the Private Placement to the Purchasers; provided, however, that
if the Company has filed the registration statement on Form S-1
and subsequently becomes eligible to use Form S-3, the Company
may elect, in its sole discretion, to (A)file a post-effective
amendment to the registration statement converting such
registration statement on Form S-1 to a registration statement on
Form S-3 or (B)withdraw the registration statement on Form S-1
and file a registration statement on Form S-3; (ii)use its
reasonable best efforts to cause such resale registration
statement to be declared effective under the Securities Act by
the Commission as soon as reasonably practicable after the
Mandatory Shelf Filing Date; and (iii)use its reasonable best
efforts to keep the registration statement continuously effective
under the Securities Act until the earlier of (A)the date when
all of the Registrable Securities (as defined in the Registration
Rights Agreement) covered by such registration statement have
been sold and (B)the date on which all of the purchased Shares
cease to be Registrable Securities under the Registration Rights
Agreement.

The foregoing is qualified in its entirety by reference to the
Registration Rights Agreement, a copy of which is filed as
Exhibit 10.2 to this Current Report on Form 8-K and is
incorporated herein by reference.

Item3.02. Unregistered Sales of Equity
Securities.

The information set forth under Item1.01 under Subscription
Agreement is incorporated by reference into this Item3.02.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits:

About GOODRICH PETROLEUM CORPORATION (NASDAQ:GDPP)