CPE Callon Petroleum Company

Item 1.01. Entry into a Material Definitive Agreement.

Ameredev Purchase Agreement

On December 13, 2016, Callon Petroleum Operating Company (“CPOC”), a wholly owned subsidiary of Callon Petroleum Company (“Callon” or the “Company”), entered into a purchase and sale agreement (the “Ameredev Purchase Agreement”) with American Resource Development LLC, American Resource Development Upstream LLC and American Resource Development Midstream LLC (collectively, the “Seller”) for the purchase of certain oil and gas producing properties and undeveloped acreage in the Delaware Basin (the “Ameredev Acquisition”) for total consideration of $615 million in cash (the “Consideration”), subject to customary purchase price adjustments in accordance with the Ameredev Purchase Agreement. In connection with the execution of the Ameredev Purchase Agreement, CPOC has agreed to pay a deposit in the amount of $46 million (the “Deposit”) to a third party escrow agent within one business day of the date of the Ameredev Purchase Agreement.

Upon closing of the Ameredev Acquisition, the Company will assume operatorship of over 80% of the acquired acreage and own an estimated 82% average working interest.

Consummation of the Ameredev Acquisition is subject to the completion of various customary conditions, including, among others (1) the accuracy of the representations and warranties of the parties as of the closing date (except, with respect to Seller, to the extent not resulting in a material adverse effect), (2) the performance of various covenants and agreements of the parties through the closing date, (3) the execution of certain ancillary documents, (4) limitation on the net sum of all purchase price adjustments made pursuant to the Ameredev Purchase Agreement, and (5) other customary closing conditions. The Ameredev Acquisition is expected to close on or before February 13, 2017.

The Ameredev Purchase Agreement contains certain termination rights for CPOC and the Seller, including (i) if the closing has not occurred on or prior to February 28, 2017 through no fault of the terminating party.

If the Seller terminates the Ameredev Purchase Agreement because CPOC has failed to satisfy conditions to closing through no fault of the Seller and the conditions to closing of CPOC have been satisfied or waived, Seller is entitled to either retain the Deposit as liquidated damages as its sole remedy or enforce specific performance. If CPOC terminates the Ameredev Purchase Agreement because the Seller has failed to satisfy conditions to closing through no fault of CPOC and the conditions to closing of Seller have been satisfied or waived, CPOC is entitled to either (1) the return of the Deposit and all other remedies available at law or (2) the enforcement of specific performance.

The foregoing description of the Ameredev Purchase Agreement is qualified in its entirety by reference to the text of the Ameredev Purchase Agreement, which is filed herewith as Exhibit 2.1 to this Report and is incorporated in this Report by reference.