CEI Camber Energy Inc

Item 2.01 Completion of Acquisition or Disposition of Assets.

N&B Energy Asset Sale Agreement

As previously reported, on July 12, 2018, we entered into an Asset Purchase Agreement (as amended by the First Amendment to Asset Purchase Agreement dated August 3, 2018 and the Second Amendment to Asset Purchase Agreement dated September 24, 2018, the “ Sale Agreement ”), as seller, with N&B, as purchaser. Pursuant to the Sale Agreement and the terms and conditions thereof, we agreed to sell to N&B Energy a substantial portion of our assets, including all of the assets we acquired pursuant to the terms of our December 31, 2015 Asset Purchase Agreement with Segundo Resources, LLC (“ Segundo ”), which is owned and controlled by Azar, and other sellers, and certain other more recent acquisitions, other than the production payment and overriding royalty interests discussed below (the “ Assets ”). In consideration for the Assets, N&B Energy agreed to pay us $100 in cash, to assume all of our obligations and debt owed to IBC and Segundo agreed to enter into a settlement agreement, as previously disclosed.

On September 26, 2018, N&B Energy assumed all of the IBC Obligations (pursuant to the Assumption Agreement described above) and paid us $100 in cash, and we transferred ownership of the Assets to N&B Energy, and the parties closed the transactions contemplated by the Sale Agreement.

Notwithstanding the sale of the Assets, the Company will retain its assets in Glasscock County and Hutchinson Counties, Texas and also retained a 12.5% production payment (effective until a total of $2.5 million has been received); a 3% overriding royalty interest in its existing Okfuskee County, Oklahoma asset; and retained  an overriding royalty interest on certain other undeveloped leasehold interests, pursuant to an Assignment of Production Payment and Assignment of Overriding Royalty Interests.

The effective date of the Sale Agreement is August 1, 2018. The Assets were assigned “ as is ” with all faults.

As a result of the Assumption Agreement and the Sale Agreement, we reduced our liabilities by $36.9 million and our assets by approximately $12 million.

The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the Sale Agreement (as amended), copies of which are incorporated by reference hereto as  Exhibits 2.1 , 2.2 and 2.3  and the foregoing description of the Production Payment and Assignment of Overriding Royalty Interests does not purport to be complete and is qualified in its entirety by the Assignment of Production Payment and Assignment of Overriding Royalty Interests, copies of which are attached hereto as   Exhibits 10.2 , 10.3 and 10.4 , respectively, to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants contained in the Sale Agreement (1) were made only for purposes of that agreement and as of specific dates, (2) are solely for the benefit of the parties to the Sale Agreement, (3) may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Sale Agreement instead of establishing these matters as facts, and (4) may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Sale Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. The representations and warranties contained in the Sale Agreement were made only for the purpose of the Sale Agreement as of specific dates and may have been qualified by certain disclosures between the parties and a contractual standard of materiality different from those generally applicable to stockholders, among other limitations. The representations and warranties were made for the purpose of allocating contractual risk between the parties to the Sale Agreement and should not be relied upon as a disclosure of factual information relating to any of the parties.