CPE Callon Petroleum Company

Item 1.01. Entry into a Material Definitive Agreement.

Plymouth Purchase Agreement

On September 1, 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 “Plymouth Purchase Agreement”) with Plymouth Petroleum, LLC (the “Seller”) for the purchase of certain oil and gas producing properties and undeveloped acreage in the Midland Basin (the “Plymouth Acquisition”) for total consideration of $327 million in cash (the “Consideration”), subject to customary purchase price adjustments in accordance with the Plymouth Purchase Agreement. In connection with the execution of the Plymouth Purchase Agreement, CPOC has agreed to pay a deposit in the amount of $32.7 million (the “Deposit”) to a third party escrow agent within one business day of the date of the Plymouth Purchase Agreement.

Upon closing of the Plymouth Acquisition, the Company will assume operatorship of over 90% of the acquired acreage and own an estimated 82% average working interest (62% average net revenue interest).

Consummation of the Plymouth Acquisition is subject to the completion of customary due diligence and various conditions, including, among others (1) the accuracy of the representations and warranties of the parties as of the closing date, (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 Plymouth Purchase Agreement, and (5) other customary closing conditions. The Plymouth Acquisition is expected to close on or before October 20, 2016.

The Plymouth Purchase Agreement contains certain termination rights for CPOC and the Seller, including (i) if the closing has not occurred on or prior to November 21, 2016 through no fault of the terminating party; and (ii) if any of the conditions to closing specified in the Plymouth Purchase Agreement are not satisfied by the closing date through no fault of the terminating party.

If the Seller terminates the Plymouth 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. Similarly, if CPOC terminates the Plymouth 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 the return of the Deposit as liquidated damages as its sole remedy or enforce specific performance.

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