Agreement and Plan of Merger

• Date: 21 November 2021
• Section: Merger Agreements

AGREEMENT AND PLAN OF MERGER dated as of November 21, 2021 among

GOODRICH PETROLEUM CORPORATION PALOMA PARTNERS VI HOLDINGS, LLC and PALOMA

VI MERGER SUB, INC.

TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01

Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 15

ARTICLE 2 THE OFFER 16 Section 2.01 The Offer 16 Section 2.02 Company Action

19 ARTICLE 3 THE MERGER 20 Section 3.01 The Merger 20 Section 3.02

Conversion of Shares 20 Section 3.03 Surrender and Payment 21 Section 3.04

Dissenting Shares 23 Section 3.05 Company Stock Awards 24 Section 3.06 Company

Warrants 24 Section 3.07 Adjustments 25 Section 3.08 Withholding Rights 25

Section 3.09 Lost Certificates 25 Section 3.10 Director and Officer Information

25 ARTICLE 4 THE SURVIVING CORPORATION 26 Section 4.01 Certificate of

Incorporation 26 Section 4.02 Bylaws 26 Section 4.03 Directors and Officers 26

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 26 Section 5.01

Corporate Existence and Power 26 Section 5.02 Corporate Authorization;

Stockholder Support 27 Section 5.03 Governmental Authorization 27 Section 5.04

Non-contravention 28 Section 5.05 Capitalization 28 Section 5.06 Subsidiaries 29

Section 5.07 SEC Filings and the Sarbanes-Oxley Act 29 Section 5.08 Financial

Statements 31 Section 5.09 Disclosure Documents 31 Section 5.10 Absence of

Certain Changes 32 Section 5.11 No Undisclosed Material Liabilities 32 Section

5.12 Compliance with Laws, Permits and Court Orders 33 Section 5.13 Insurance 33

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Section 5.14 Litigation 33 Section 5.15 Intellectual Property 33 Section 5.16

Properties 34 Section 5.17 Taxes 35

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Section 5.18 Employee Benefit Plans 37 Section 5.19 Labor Matters 39 Section

5.20 Environmental Matters 39 Section 5.21 Material Contracts 39 Section 5.22

Affiliate Transactions 42 Section 5.23 Finders’ Fees 42 Section 5.24 Opinion of

Financial Advisor 42 Section 5.25 Antitakeover Statutes 43 Section 5.26 Oil and

Gas Matters 43 Section 5.27 Derivative Transactions 45 Section 5.28 No Other

Representations or Warranties 46 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF

PARENT AND MERGER SUB 46 Section 6.01 Corporate Existence and Power 46

Section 6.02 Corporate Authorization 46 Section 6.03 Governmental Authorization

47 Section 6.04 Non-contravention 47 Section 6.05 Disclosure Documents 47

Section 6.06 Litigation 48 Section 6.07 Finders’ Fees 48 Section 6.08 Solvency

48 Section 6.09 Ownership of Common Stock 48 Section 6.10 Funds Available to

Consummate the Transaction 48 Section 6.11 No Other Representations or

Warranties 49 ARTICLE 7 COVENANTS OF THE COMPANY 50 Section 7.01 Conduct

of the Company 50 Section 7.02 Access to Information 53 Section 7.03 No

Solicitation; Other Offers 54 Section 7.04 Compensation Arrangements 58 Section

7.05 Stockholder Litigation 58 Section 7.06 Derivative Matters 58 Section 7.07

Tax Matters 59 ARTICLE 8 COVENANTS OF PARENT 59 Section 8.01 Obligations

of Merger Sub 59 Section 8.02 Director and Officer Liability 59 Section 8.03

Employee Matters 61 Section 8.04 Financing Cooperation 63 Section 8.05 Parent

Support 64 ARTICLE 9 COVENANTS OF PARENT AND THE COMPANY 64 Section 9.01

Reasonable Best Efforts 64 Section 9.02 Certain Filings 64 Section 9.03 Public

Announcements 65 Section 9.04 Further Assurances 65

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Section 9.05 Merger Without Meeting of Stockholders 65 Section 9.06 Section 16

Matters 65 Section 9.07 Takeover Statutes 66 Section 9.08 Notification of

Certain Matters 66 ARTICLE 10 CONDITIONS TO THE MERGER 67 Section 10.01

Conditions to the Obligations of Each Party 67 Section 10.02 Conditions to the

Obligations of the Company 67 ARTICLE 11 TERMINATION 67

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Section 11.01 Termination 67 Section 11.02 Effect of Termination 69 ARTICLE

12 MISCELLANEOUS 69 Section 12.01 Notices 69 Section 12.02 Survival of

Representations, Warranties, Covenants and Agreements 70 Section 12.03

Amendments and Waivers 70 Section 12.04 Expenses 70 Section 12.05 Disclosure

Schedule References 72 Section 12.06 Binding Effect; Benefit; Assignment 72

Section 12.07 Governing Law 73 Section 12.08 Jurisdiction 73 Section 12.09

WAIVER OF JURY TRIAL 73 Section 12.10 Counterparts; Effectiveness 73 Section

12.11 Entire Agreement 74 Section 12.12 Severability 74 Section 12.13 Specific

Performance 74 Annex I– Offer Conditions Company Disclosure Schedules

Parent Disclosure Schedules

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AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as

of November 21, 2021 (this “Agreement”), is by and among Goodrich Petroleum

Corporation, a Delaware corporation (the “Company”), Paloma Partners VI

Holdings, LLC, a Delaware limited liability company (“Parent”), and Paloma VI

Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent

(“Merger Sub”). W I T N E S S E T H : WHEREAS, the board of directors of the

Company (the “Board”) has unanimously (i) determined that this Agreement and the

transactions contemplated hereby, including the Offer and the Merger

(collectively, the “ Transactions”), are in the best interests of, and advisable

to, the Company and its stockholders, (ii) approved, adopted and declared

advisable this Agreement and the Transactions, including the Offer and the

Merger, (iii) resolved that the Merger be effected pursuant to Section 251(h) of

the DGCL and (iv) resolved, subject to the terms of this Agreement, to recommend

that the stockholders of the Company tender their Shares into the Offer;

WHEREAS, the board of directors of Parent has unanimously approved and declared

advisable and in the best interests of Parent and its members this Agreement and

the Transactions; WHEREAS, the board of directors of Merger Sub has approved

and declared advisable and in the best interests of Merger Sub and Parent, as

the sole stockholder of Merger Sub, this Agreement and the Transactions;

WHEREAS, on the terms and subject to the conditions set forth herein, Parent

will cause Merger Sub to commence a tender offer (as it may be amended from time

to time as permitted by this Agreement, the “Offer”) to purchase any and all of

the outstanding shares of common stock of the Company, par value $0.01 per share

(“Common Stock”) (each, a “Share”, and collectively, the “Shares”) at a price of

$23.00 per Share (such amount per Share, the “Offer Price”), in cash, without

interest; WHEREAS, following consummation of the Offer, the parties hereto

intend that the Company will be merged with and into Merger Sub, without a vote

or approval of the Company’s stockholders in accordance with Section 251(h) of

the DGCL, and with Merger Sub surviving the Merger as a wholly owned Subsidiary

of Parent, as a result of which each outstanding Share (other than Shares owned

by Parent, Merger Sub or their affiliates (as defined in Section 251(h) of the

DGCL)) will be canceled and converted into the right to receive the Offer Price

in cash, without interest, on the terms and subject to the conditions set forth

in this Agreement; WHEREAS, in connection with the execution and delivery of

this Agreement and as a condition and inducement to the willingness of the

Company to enter into this Agreement, EnCap Energy Capital Fund XI, LP, a Texas

limited partnership and an Affiliate of Parent, has provided the Company a

letter (the “Equity Commitment Letter”) committing to provide the funds

necessary for Parent and Merger Sub to satisfy Parent’s Obligations (as defined

in the Equity Commitment Letter) (such provision of funds being referred to

herein as the “Equity Financing”);

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WHEREAS, contemporaneously with the execution and delivery of this Agreement,

(i) certain stockholders of the Company and (ii) certain holders of Convertible

Notes, are each entering into a tender and support agreement pursuant to which

each such Person has agreed, among other things, to tender all of the Shares

beneficially owned by such Person and such Person’s Affiliates (as defined

herein) in the Offer (each, a “Tender and Support Agreement” and the Persons

referred to in clauses (i)-(ii), the “Supporting Stockholders); and WHEREAS,

Parent, Merger Sub and the Company desire to make the representations,

warranties, covenants and agreements in connection with

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the Transactions, and to prescribe certain conditions to consummation of the

Transactions, as set forth herein. NOW, THEREFORE, in consideration of the

foregoing and the mutual representations, warranties, covenants and agreements

contained herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, agree as follows: ARTICLE 1 DEFINITIONS Section

1.01 Definitions. As used herein, the following terms have the following

meanings: “1933 Act” means the Securities Act of 1933, as amended, and any

rules, regulations or interpretations promulgated thereunder. “1934 Act” means