Entry Into a Material Definitive Agreement

Source Press Release
Company Camber Energy, Inc.N&B Energy, LLC 
Tags Asset Deals, Deals, Upstream Activities
Date September 24, 2018

Second Amendment to Sale Agreement

On September 24, 2018, Camber Energy, Inc. (the “Company”, “we” and “us”) and N&B Energy LLC, which entity is affiliated with Richard N. Azar, II, our former Chief Executive Officer and former director, and Donnie B. Seay, our former director (“N&B Energy”), and CE Operating, LLC, our wholly-owned subsidiary (“CE Operating”), entered into a Second Amendment to Asset Purchase Agreement (the “Second Amendment”), which amended the terms of the July 12, 2018 Asset Purchase Agreement, entered into by the Company, as seller, and N&B Energy, as purchaser (such Asset Purchase Agreement, as previously amended by the First Amendment dated August 3, 2018, the “Sale Agreement”). 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 Mr. Azar, and other sellers, and certain other more recent acquisitions, other than a production payment and certain overriding royalty interests discussed in greater detail in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2018 (the “Assets”). We agreed to sell the Assets to N&B Energy in consideration for among other things, N&B Energy agreeing to pay us $100 in cash and agreeing to assume all of our obligations and debt owed to International Bank of Commerce (“IBC Bank”).

Pursuant to the Second Amendment, we, N&B and CE Operating agreed (a) to clarify that all of the representations of the Company made in the Sale Agreement relating to portions of the Assets held in the name of CE Operating shall be deemed made by CE Operating and not the Company and that CE Operating shall be deemed a party to the Sale Agreement, solely in order to make such representations; and (b) to extend the deadline for closing the transactions contemplated by the Sale Agreement to September 26, 2018, or such other date as we and N&B shall agree upon in writing.

We are continuing to move forward with the negotiation of final closing documents associated with the Sale Agreement and the assumption of our IBC debt by N&B in connection therewith and currently contemplate closing the transactions contemplated in connection therewith on or around September 26, 2018, subject to the satisfaction of the conditions to closing set forth in the Sales Agreement.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as Exhibit 2.3, to this Current Report on Form 8-K and is incorporated herein by reference.

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