Item 1.01. Entry into a Material Definitive Agreement
On August 3, 2021, Callon Petroleum Company ("Callon" or the "Company") and
Callon Petroleum Operating Company ("CPOC"), Callon's wholly owned subsidiary,
entered into purchase and sale agreements with Primexx Resource Development, LLC
("Primexx") and BPP Acquisition, LLC ("BPP") for the purchase of certain
producing oil and gas properties, undeveloped acreage and associated
infrastructure assets in the Delaware Basin.
Primexx Purchase Agreement
Under the purchase and sale agreement with Primexx (the "Primexx Purchase
Agreement"), total consideration for the assets acquired from Primexx (the
"Primexx Acquisition") are $337.3 million in cash and 7.04 million shares of
Company common stock (the "Primexx Stock Consideration"), subject to customary
purchase price adjustments in accordance with the Primexx Purchase Agreement.
The agreed upon effective date of the transaction is July 1, 2021. In connection
with the execution of the Primexx Purchase Agreement, CPOC has agreed to pay a
deposit in the amount of $46.1 million (the "Primexx Deposit") within one
business day of the execution of the Primexx Purchase Agreement.
Consummation of the Primexx 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, (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 sum of all purchase price adjustments made pursuant to the Primexx
Purchase Agreement, and (5) the closing of the BPP Acquisition (as defined
below). The Primexx Acquisition is expected to close on October 1, 2021. The
Primexx Purchase Agreement contains certain termination rights for CPOC and
Primexx, including if the closing has not occurred by October 31, 2021, through
no fault of the terminating party.
If Primexx terminates the Primexx Purchase Agreement because CPOC has failed to
satisfy conditions to closing through no fault of Primexx and the conditions to
closing of Primexx have been satisfied or waived, Primexx is entitled to enforce
specific performance by CPOC or, if Primexx does not seek or successfully
enforce specific performance, terminate the Primexx Purchase Agreement and
receive the Primexx Deposit as liquidated damages. If CPOC terminates the
Primexx Purchase Agreement because Primexx has failed to satisfy conditions to
closing through no fault of CPOC and the conditions to closing of CPOC have been
satisfied or waived, CPOC is entitled to enforce specific performance by Primexx
or, if CPOC does not seek and successfully enforce specific performance,
terminate the Primexx Agreement, receive back the Primexx Deposit plus an amount
equal to CPOC's actual, out-of-pocket expenses in connection with the Primexx
Agreement, and seek to recover CPOC's actual, direct damages from Primexx, but
in no case in an amount exceeding the Primexx Deposit.
The Company also agreed to enter into a registration rights agreement with
respect to the Primexx Stock Consideration at the closing of the Primexx
Acquisition, with such agreement included as an exhibit to the Primexx Purchase
Agreement.
The foregoing description of the Primexx Purchase Agreement is qualified in its
entirety by reference to the text of the Primexx Purchase Agreement, which is
filed herewith as Exhibit 10.1 to this Report and is incorporated in this Report
by reference.
BPP Purchase Agreement
Under the purchase and sale agreement with BPP (the "BPP Purchase Agreement"),
total consideration for the assets acquired from BPP (the "BPP Acquisition") are
$102.7 million in cash and 2.15 million shares of Company common stock (the "BPP
Stock Consideration"), subject to customary purchase price adjustments in
accordance with the BPP Purchase Agreement. The agreed upon effective date of
the transaction is July 1, 2021. In connection with the execution of the BPP
Purchase Agreement, CPOC has agreed to pay a deposit in the amount of $14.0
million (the "BPP Deposit") within one business day of the execution of the BPP
Purchase Agreement.
Consummation of the BPP 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, (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 sum of all purchase price adjustments made pursuant to the BPP Purchase
Agreement, and (5) the closing of the Primexx Acquisition. The BPP Acquisition
is expected to close on October 1, 2021. The BPP Purchase Agreement contains
certain termination rights for CPOC and BPP, including if the closing has not
occurred by October 31, 2021, through no fault of the terminating party.
If BPP terminates the BPP Purchase Agreement because CPOC has failed to satisfy
conditions to closing through no fault of BPP and the conditions to closing of
BPP have been satisfied or waived, BPP is entitled to enforce specific
performance by CPOC or, if BPP does not seek or successfully enforce specific
performance, terminate the Primexx Purchase Agreement and receive the BPP
Deposit as liquidated damages. If CPOC terminates the BPP Purchase Agreement
because BPP has failed to satisfy conditions to closing through no fault of CPOC
and the conditions to closing of CPOC have been satisfied or waived, CPOC is
entitled to enforce specific performance by BPP or, if CPOC does not seek and
successfully enforce specific performance, terminate the BPP Agreement, receive
back the BPP Deposit plus an amount equal to CPOC's actual, out-of-

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pocket expenses in connection with the BPP Agreement, and seek to recover CPOC's
actual, direct damages from BPP, but in no case in an amount exceeding the BPP
Deposit.
The Company also agreed to enter into a registration rights agreement with
respect to the BPP Stock Consideration at the closing of the BPP Acquisition,
with such agreement included as an exhibit to the BPP Purchase Agreement.
The foregoing description of the BPP Purchase Agreement is qualified in its
entirety by reference to the text of the BPP Purchase Agreement, which is filed
herewith as Exhibit 10.2 to this Report and is incorporated in this Report by
reference.
Item 3.02. Unregistered Sales of Equity Securities
The description of the Primexx Stock Consideration and the BPP Stock
Consideration in Item 1.01 of this Report is incorporated by reference into this
Item 3.02. The shares will be issued pursuant to an exemption from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act").
As of the August 3, 2021 there were 46,290,613 shares of Company common stock
issued and outstanding.
Item 7.01. Regulation FD
On August 4, 2021, the Company issued a press release, attached as Exhibit 99.1,
announcing the acquisitions described in this Report. A copy of the press
release is furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
The Company has posted on its website, as of August 4, 2021, a presentation that
includes additional information on the pending transactions. The presentation
may be found by navigating the Company's website at: www.callon.com, selecting
"Investors" then "Presentations."
The information set forth in this Item 7.01 and in the attached Exhibit 99.1
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.

     Exhibit Number             Description

          10.1                    Purchase and Sale Agreement by and among Callon Petroleum Company,
                                Callon Petroleum Operating Company, and Primexx Resource Development,
                                LLC dated August     3    , 2021    .
          10.2                    Purchase and Sale Agreement by and among Callon Petroleum Company,
                                Callon Petroleum Operating Company, and BPP Acquisition, LLC dated
                                August     3    , 2021    .
          99.1                    Press release dated August 4, 2021

announcing the Primexx Acquisition


                                and the BPP Acquisition.

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