CEI Camber Energy Inc

On October 4, 2017, the Company entered into an agreement with a digital marketing advisor pursuant to which the advisor agreed to create original content with the goal of increasing public awareness about the Company and the Company agreed to pay the advisor (a) $20,000 per month beginning in October 2017 and ending on February 28, 2018, (b) $50,000 per month thereafter through October 4, 2018, the end of the term of the agreement, and (c) 3,750,000 shares of restricted common stock, with 2.5 million shares payable within 15 days of the parties’ entry into the agreement and the remainder due on May 1, 2018 (the “ Advisory Shares ”).

On October 4, 2017, the Company entered into a consulting agreement with a third party consultant which consultant agreed to provide investor relations and public relations services to the Company. As consideration pursuant to the agreement, the Company agreed to issue the consultant 1,000,000 shares of restricted common stock (the “ Consulting Shares ”), with piggy-back registration rights.

We claim an exemption from registration for the issuance and sale of the Advisory Shares and Consulting Shares pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), since the foregoing issuances did not involve a public offering, the recipients were “ accredited investors ” and/or had access to similar information as would be included in a Registration Statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuance and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October 6, 2017, Alan W. Dreeben and Robert D. Tips resigned as members of the Board of Directors of the Company (the “ Resignations ”). Such Resignations were not in connection with a disagreement with the Company or in connection with any matter relating to the Company’s operations, policies or practices.

Effective October 6, 2017, Robert Schleizer, who currently serves as our Interim Chief Financial Officer, and Donnie B. Seay, were appointed as members of the Board of Directors of the Company to fill the vacancies created by the Resignations. Additionally, Mr. Seay was appointed as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee (as the sole member of each such Committee after the Resignations). Moving forward the Company plans to appoint additional independent director(s) and appoint such person(s) to the committees described above in order to meet applicable NYSE American listing requirements and rules which generally require that each of our committees have at least two members who are required to be independent members of the Board of Directors. The biographical information of Mr. Seay is included below. Mr. Schleizer’s biographical information is set forth in the Company’s Annual Report on Form 10-K for the year ended March 31, 2017, filed with the Commission on July 14, 2017, under the headings “ Item 10. Directors, Executive Officers and Corporate Governance ” – “ Robert Schleizer, Interim Chief Financial Officer ”.

Donnie B. Seay, age 76

Mr. Seay does not have any family relationships with any other director or officer of the Company. However, Mr. Seay was an affiliate (the Manager of the General Partner) of DBS Investments, Ltd., which was one of the sellers under that certain Asset Purchase Agreement dated December 30, 2015, as amended from time to time (the “ Asset Purchase Agreement ”), pursuant to which the Company purchased working interests in producing properties and undeveloped acreage in Texas and Oklahoma, including varied interests in two largely contiguous acreage blocks in the liquids-rich Mid-Continent region of the United States, and related wells, leases, records, equipment and agreements associated therewith. In consideration for such purchase, the Company agreed, among other things, to issue 1,783,775 shares of common stock to DBS Investments, Ltd. Additionally, Mr. Seay is a guarantor under our August 25, 2016, $40 million Loan Agreement with International Bank of Commerce (“ IBC ”). On September 8, 2017, the Company received a Notice of Default and Opportunity to Cure (the “ Notice “) from IBC, stating that the Company was in default under its loan with IBC. The Notice was also sent to the guarantors under the loan agreement. The Notice is described in greater detail in the Current Report on Form 8-K filed by the Company with the Commission on September 12, 2017.

Mr. Seay has been a self-employed investor over the last five years. Mr. Seay, is a 60 year veteran of the oil and gas industry and a former partner of Altex Resources, which developed the Hunton Limestone Play and drilled the first horizontal well there in southeast Oklahoma. Mr. Seay is also a former president of Guaranty State Bank and the founder and Chairman of the Board of Citizens Bank, both of New Braunfels, Texas.