EX-10.1


 Exhibit 10.1 

Execution Version 

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2016, by and among Callon
Petroleum Company, a Delaware corporation (the “Company”), and each of the Persons set forth on Schedule A to this Agreement. 

WHEREAS, this Agreement is entered into in connection with the closing of the transactions contemplated by the Purchase and Sale Agreement,
dated as of April 19, 2016 (the “Purchase and Sale Agreement”), by and among the Company, Callon Petroleum Operating Company, a Delaware corporation, BSM Energy LP, a Texas limited partnership (“BSM”), Crux
Energy, LP, a Texas limited partnership (“Crux”), Zaniah Energy, LP, a Texas limited partnership (“Zaniah” and, together with BSM and Crux, collectively, the “Sellers” and each individually, a
“Seller”) pursuant to which the Company will acquire certain oil and gas property interests from the Sellers in exchange for: (i) $220,000,000.00, subject to adjustment, and (ii) 9,333,333 shares of the Company’s Common Stock
(the “Shares”); 
 WHEREAS, the Company has agreed to provide the registration and other rights set forth in this Agreement
for the Shares held by the Holders (as defined herein) pursuant to the Purchase and Sale Agreement; 
 WHEREAS, it is a condition to the
obligations of each Seller and the Company under the Purchase and Sale Agreement that this Agreement be executed and delivered; and 
 NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows: 

ARTICLE I 
 DEFINITIONS

 Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the
Purchase and Sale Agreement. The terms set forth below are used herein as so defined: 
 “Affiliate” means, with respect to
any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, no
Holder shall be considered to be an Affiliate of the Company. 
 “Agreement” has the meaning specified therefor in the
introductory paragraph of this Agreement. 
 “Board” means the Board of Directors of the Company. 






 “Business Day” means any day other than a Saturday, Sunday, any federal legal
holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close. 

“Closing Date” means May 26, 2016. 

“Common Stock” means the common stock of the Company, par value $0.01 per share. 

“Common Stock Price” means the per share price set forth on Schedule B hereto. 

“Company” has the meaning specified therefor in the introductory paragraph of this Agreement. 

“Effective Date” means, with respect to a particular Shelf Registration Statement, the date of effectiveness of such Shelf
Registration Statement. 
 “Effectiveness Deadline” has the meaning specified therefor in Section 2.01 of this
Agreement. 
 “Effectiveness Period” means the period beginning on the Effective Date for the Registration Statement and
ending at the time all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the
SEC promulgated thereunder. 
 “Governmental Authority” means any federal, state, local or foreign government, or other
governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body. 

“Holder” means (i) BSM unless and until BSM ceases to hold any Registrable Securities; (ii) Bradley Cross unless and until
Bradley Cross ceases to hold any Registrable Securities; (iii) Stella Swanson unless and until Stella Swanson ceases to hold any Registrable Securities; (iv) Grella Oil & Gas, LLC unless and until Grella Oil & Gas, LLC ceases to hold any
Registrable Securities, (v) Creede Energy LLC, a Texas limited liability company, unless and until Creede Energy LLC ceases to hold any Registrable Securities and (vi) any holder of Registrable Securities to whom registration rights conferred by
this Agreement have been transferred in compliance with Section 2.11 of this Agreement. For the avoidance of doubt, in accordance with Section 3.05 of this Agreement, for purposes of determining the availability of any rights and
applicability of any obligations under this Agreement, including, calculating the amount of Registrable Securities held by a Holder, a Holder’s Registrable Securities shall be aggregated together with all Registrable Securities held by other
Holders who are Affiliates of such Holder. 
 “Included Registrable Securities” has the meaning specified therefor in
Section 2.02(a) of this Agreement. 

  
 2 







 “Law” means any statute, law, ordinance, regulation, rule, order, code,
governmental restriction, decree, injunction or other requirement of law, or any judicial or administrative interpretation thereof, of any Governmental Authority. 

“Losses” has the meaning specified therefor in Section 2.09(a) of this Agreement. 

“Managing Underwriter” means, with respect to any Underwritten Offering, the book-running lead manager of such Underwritten
Offering. 
 “NYSE” means The New York Stock Exchange, Inc. 

“Opt-Out Notice” has the meaning specified therefor in Section 2.02(a). 

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated
organization, association, government agency or political subdivision thereof or other entity. 
 “Purchase and Sale
Agreement” has the meaning specified therefor in the recitals of this Agreement. 
 “Registrable Securities” means
the Shares issued to the Holders by the Company pursuant to the Purchase and Sale Agreement, including the Escrow Equity Consideration, and includes any type of ownership interest issued to a Holder as a result of Section 3.04 of this
Agreement, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02 hereof. 

“Registration Expenses” has the meaning specified therefor in Section 2.08(b) of this Agreement. 

“Registration Statement” has the meaning specified therefor in Section 2.01 of this Agreement. 

“SEC” means the U.S. Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC
promulgated thereunder. 
 “Selling Expenses” has the meaning specified therefor in Section 2.08(b) of this
Agreement. 
 “Selling Holder” means a Holder who is selling Registrable Securities under a Registration Statement pursuant
to the terms of this Agreement. 
 “Selling Holder Indemnified Persons” has the meaning specified therefor in Section
2.09(a) of this Agreement. 

  
 3 







 “Shelf Registration Statement” means a registration statement under the
Securities Act to permit the public resale of the Registrable Securities from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect). 

“Underwritten Offering” means an offering (including an offering pursuant to a Shelf Registration Statement) in which
Registrable Securities are sold to one or more underwriters on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks. 

Section 1.02 Registrable Securities. Any Registrable Security shall cease to be a Registrable Security at the earliest of the
following: (a) when a registration statement covering such Registrable Security becomes or has been declared effective by the SEC and such Registrable Security has been sold or disposed of pursuant to such effective registration statement;
(b) when such Registrable Security has been sold or disposed of (excluding transfers or assignments by a Holder to an Affiliate) pursuant to Rule 144 under the Securities Act (or any successor or similar provision adopted by the SEC then
in effect); (c) when such Registrable Security is held by the Company or one of its Affiliates; (d) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this
Agreement are not assigned to the transferee of such securities pursuant to Section 2.11 hereof; (e) the date on which such Registrable Security may be sold pursuant to any section of Rule 144 under the Securities Act (or any successor or
similar provision adopted by the SEC then in effect) without any restriction (including, if the Holder is an Affiliate of Company, restrictions that apply to sales by Affiliates) or (f) two years from the date of the Agreement. 

ARTICLE II 
 REGISTRATION
RIGHTS 
 Section 2.01 Shelf Registration. The Company shall use its reasonable best efforts to prepare and file a Shelf
Registration Statement with the SEC to permit the public resale of all Registrable Securities by the Holders on the terms and conditions specified in this Section 2.01 (a “Registration Statement”) and to cause such
Registration Statement to be declared effective no later than 30 days after the Closing Date (the “Effectiveness Deadline”). The Registration Statement filed with the SEC pursuant to this Section 2.01 shall be on
Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable
Securities, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar
provision adopted by the SEC then in effect) at any time beginning on the Effective Date for such Registration Statement. A Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to,
and requested by, the Selling Holders. During the Effectiveness Period, the Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this Section 2.01 to remain effective, and to be supplemented and
amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement is available, for the resale of the Registrable Securities by the Holders until all Registrable
Securities have ceased to be Registrable Securities. As soon as 

  
 4 







 
practicable following the Effective Date of a Registration Statement, but in any event within three Business Days of such date, the Company shall notify the Selling Holders of the effectiveness
of such Registration Statement. When effective, a Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the
Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such
Registration Statement, in the light of the circumstances under which such statement is made). 
 Section 2.02 Piggyback Rights. 

(a) Participation. So long as a Holder has Registrable Securities, if the Company proposes to file (i) a shelf registration
statement other than a Registration Statement contemplated by Section 2.01, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration
Statement contemplated by Section 2.01, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of another Person,
or both, then as soon as practicable following the engagement of the Managing Underwriter for such Underwritten Offering, the Company shall give notice of such Underwritten Offering to each Holder, and such notice shall offer such Holders the
opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that (A) the
Company shall not be required to provide such opportunity if the Holders do not offer in the aggregate a minimum of $10.0 million of Registrable Securities (based on the Common Share Price), and (B) if the Company has been advised by the Managing
Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable
Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the
Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required
to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and confirmation of receipt of such notice shall be requested in the notice. Each such Holder shall then have
two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written
request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an
Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such
determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated
Underwritten Offering, and (2) in the case of a determination to 

  
 5 







 
delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the
Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of
such withdrawal at or prior to the time of pricing of such Underwritten Offering, after which time such Selling Holders shall have no right to withdraw their request. No such withdrawal or abandonment shall affect the parties’ obligation to pay
Registration Expenses pursuant to Section 2.08. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering;
provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to
such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a). 

(b) Priority. If the Managing Underwriter of any proposed Underwritten Offering of Common Stock included in a Registration Statement
involving Included Registrable Securities advises the Company that the total amount of Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in
such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such Underwritten Offering shall include the
number of Registrable Securities that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company or other Person or Persons requesting or initiating
such registration and (ii) second, to the Selling Holders who have requested participation in such Underwritten Offering and to the other holders of Common Stock (other than holders of Registrable Securities) with registration rights entitling
them to participate in such Underwritten Offering, allocated among such Selling Holders and other holders pro rata on the basis of the number of Registrable Securities or shares of Common Stock requested to be included by each applicable Selling
Holder or other holder or in such manner as they may agree. 
 Section 2.03 Delay Rights. 

Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any Selling Holder whose Registrable
Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities
pursuant to such Registration Statement) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Board determines in good faith that the Company’s ability to pursue or consummate
such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Company has experienced some other material non-public event, the disclosure of which at such
time, in the good faith judgment of the Board, would materially and adversely affect the Company; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities arising from an event described
in clauses (i) or 

  
 6 







 
(ii) above for a period that exceeds an aggregate of ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Company
shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or
appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. 
 Section 2.04 General
Procedures. 
 In connection with any Underwritten Offering under this Agreement, the Company shall be entitled to select the Managing
Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Company shall be obligated to enter into an underwriting agreement with the
Managing Underwriter or Underwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may
participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and
other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and
for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to
its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to
enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law or as may be
reasonably requested by the underwriters. 
 Section 2.05 Sale Procedures. 

In connection with its obligations under this Article II, the Company shall: 

(a) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to a Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such Registration Statement; 
 (b) if a prospectus supplement will be
used in connection with the marketing of an Underwritten Offering from a Registration Statement and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of
detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such
prospectus supplement; 

  
 7 







 (c) furnish to each Selling Holder before filing a Registration Statement or any
other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits to the extent then required by the
rules and regulations of the SEC), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably
requested by such Selling Holder with respect to such information prior to filing a Registration Statement or such other registration statement or supplement or amendment thereto; 

(d) if applicable, use its reasonable best efforts to register or qualify the Registrable Securities covered by a Registration
Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably
request; provided, however, that the Company shall not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of
process in any such jurisdiction where it is not then so subject; 
 (e) promptly notify each Selling Holder, at any time
when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of a Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or
prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become
effective; and (ii) the receipt of any written comments from the SEC with respect to any filing referred to in clause (i) and any written request by the SEC for amendments or supplements to such Registration Statement or any other
registration statement or any prospectus or prospectus supplement thereto; 
 (f) immediately notify each Selling Holder, at
any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration Statement or any other
registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading
(in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any other
registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable
Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Company agrees to as promptly as reasonably practicable amend or supplement the prospectus or prospectus supplement
or take 

  
 8 







 
other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related
thereto; 
 (g) in the case of an Underwritten Offering, use its commercially reasonable efforts to furnish to the
underwriters upon request, (i) an opinion of counsel for the Company dated the date of the closing under the underwriting agreement and (ii) a “cold comfort” letter, dated the pricing date of such Underwritten Offering and a
letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference into the
applicable registration statement, and each of the opinion and the “cold comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any
prospectus supplement included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by the Company and such other matters as
such underwriters may reasonably request; 
 (h) otherwise use its commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of twelve months beginning within three months after the Effective Date of such
Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; 

(i) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such
information and Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, that the Company need not disclose any non-public information to any such
representative unless and until such representative has entered into a confidentiality agreement with the Company in a form reasonably satisfactory to the Company; 

(j) use its commercially reasonable efforts to cause all such Registrable Securities registered pursuant to this Agreement to
be listed on each securities exchange or nationally recognized quotation system on which the Common Stock is then listed or quoted; 

(k) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than
the Effective Date of such registration statement; 
 (l) enter into customary agreements and take such other actions as are
reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities (including, making appropriate officers of the Company available to participate in any
“road show” presentations before analysts, and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities)), provided, however, that in the event the Company, using
commercially reasonable efforts, is unable to make such appropriate officers of the Company 

  
 9 







 
available to participate in connection with any “road show” presentations and other customary marketing activities (whether in person or otherwise), the Company shall make such
appropriate officers available to participate via conference call or other means of communication in connection with no more than one “road show” presentation per Underwritten Offering; and 

(m) if reasonably requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment
such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the
purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified
of the matters to be incorporated in such prospectus supplement or post-effective amendment. 
 The Company shall not name a Holder as an
underwriter as defined in Section 2(a)(11) of the Securities Act in any Registration Statement without such Holder’s consent. If the staff of the SEC requires the Company to name any Holder as an underwriter as defined in
Section 2(a)(11) of the Securities Act, and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on such Registration Statement and the Company shall have no further obligations hereunder
with respect to Registrable Securities held by such Holder, unless such Holder has not had an opportunity to conduct customary underwriter’s due diligence (including receipt of comfort letters and opinions of counsel) with respect to the
Company at the time such Holder’s consent is sought. 
 Each Selling Holder, upon receipt of notice from the Company of the happening
of any event of the kind described in Section 2.05(e), shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.05(e) or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated
by reference in the prospectus, and, if so directed by the Company, such Selling Holder shall, or shall request the Managing Underwriter, if any, to deliver to the Company (at the Company’s expense) all copies in their possession or control,
other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. 

Section 2.06 Cooperation by Holders. 

The Company shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering
pursuant to Section 2.02(a) who has failed to timely furnish such information that the Company determines, after consultation with its counsel, is reasonably required in order for the registration statement or prospectus supplement, as
applicable, to comply with the Securities Act. 
 Section 2.07 Restrictions on Public Sale by Holders of Registrable Securities. 


  
 10 







 For a period of one year following the Effective Date, during the 45 calendar day period
beginning on the date of a prospectus supplement filed with the SEC with respect to the pricing of an Underwritten Offering, or other prospectus (including any free writing prospectus) containing the terms of the pricing of such Underwritten
Offering, each Holder of Registrable Securities included in the Shelf Registration Statement and participating in an Underwritten Offering and that is permitted to include in such Underwritten Offering all Registrable Securities requested to be
included in such Underwritten Offering in accordance with the terms of this Agreement agrees not to effect any public sale or distribution of Registrable Securities, provided that (i) the duration of the foregoing restrictions shall be no longer
than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other stockholder of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07
shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. 
 Section 2.08
Expenses 
 (a) Expenses. The Company shall pay all reasonable Registration Expenses as determined in good faith by the Board,
including, in the case of an Underwritten Offering, the reasonable Registration Expenses of an Underwritten Offering, regardless of whether any sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay its pro rata share of
all Selling Expenses in connection with any sale of its Registrable Securities hereunder. For the avoidance of doubt, each Selling Holder’s pro rata allocation of Selling Expenses shall be the percentage derived by dividing (i) the number
of Registrable Securities sold by such Selling Holder in connection with such sale by (ii) the aggregate number of Registrable Securities sold by all Selling Holders in connection with such sale. In addition, except as otherwise provided in
Sections 2.09 hereof, the Company shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder. 

(b) Certain Definitions. “Registration Expenses” means all expenses incident to the Company’s performance under
or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01 or an Underwritten Offering covered under this Agreement, and the disposition of such Registrable
Securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial
Industry Regulatory Authority, Inc., fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes, and the fees and disbursements of counsel and independent public accountants for the Company,
including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance. “Selling Expenses” means all underwriting discounts and selling commissions or similar fees
or arrangements allocable to the sale of the Registrable Securities, and fees and disbursements of counsel allocable to the Selling Holders. 

Section 2.09 Indemnification. 

(a) By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement,
the Company shall (i) indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, employees and agents 

  
 11 







 
and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the
“Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such
Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by
reference in) such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any
free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in
light of the circumstances under which they were made) not misleading, and (ii) shall reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or
resolving any such Loss or actions or proceedings; provided, however, that the Company shall not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in such Registration Statement or such other registration statement, or prospectus supplement, as
applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder. 

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, its
directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing
indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in such Registration Statement or any other
registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto; provided,
however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to
such indemnification. 
 (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve
it from any liability that it may have to any indemnified party other than under this Section 2.09 except to the extent that the indemnifying party is materially prejudiced by such failure. In any action brought against an


  
 12 







 
indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election to so assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 2.09 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action
include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available
to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume
such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as
incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party is entitled to indemnification hereunder without the
consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party. 

(d) Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent
jurisdiction to be unavailable to any indemnified party or is insufficient to hold such indemnified party harmless in respect of any Losses, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of such indemnified party, on the other hand, in
connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall a Selling Holder be required to contribute an aggregate amount in
excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party, on the one hand, and the
indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact, has been made by, or
relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified
party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any
Loss that is the subject of this paragraph. Notwithstanding anything to the contrary herein, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who is not guilty of such fraudulent misrepresentation.  

  
 13 







 (e) Other Indemnification. The provisions of this Section 2.09 shall be in addition
to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise. 

Section 2.10 Rule 144 Reporting. 

With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable
Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to: 
 (a) make
and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect), so long as a Holder owns any
Registrable Securities; 
 (b) file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act so long as a Holder owns any Registrable Securities; and 
 (c) so long as a
Holder owns any Registrable Securities, furnish, unless otherwise available electronically at no additional charge via the SEC’s EDGAR system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing such Holder to sell any such securities without registration. 

Section 2.11 Transfer or Assignment of Registration Rights. 

The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under this Article II may be
transferred or assigned by any Holder (a) if the Registrable Securities transferred or assigned by such Holder represent at least $5 million (based on the Common Share Price) or (b) to one or more transferees or assignees of Registrable Securities
who are Affiliates of the Holder; provided, however, that (i) the Company is given written notice prior to any such transfer or assignment, stating the name and address of each of the transferee or assignee and identifying the
Registrable Securities with respect to which such registration rights are being transferred or assigned and (ii) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such Holder under this
Agreement. 
 Section 2.12 Legend Removal. 

The legend on any Equity Consideration (including the legend described in Section 4.14 of the Purchase and Sale Agreement) shall be removed,
if, unless otherwise required by state securities Laws, (a) such Equity Consideration is sold pursuant to an effective registration statement, (b) a registration statement covering the resale of such Equity Consideration is


  
 14 







 
effective under the Securities Act and the applicable Holder of such Equity Consideration delivers to the Company a representation letter agreeing that such Equity Consideration will be sold
under such effective registration statement, (c) if such Equity Consideration may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act, or (d) the Equity Consideration is being sold, assigned or
otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (c) or (d) above, (i) the Holder provides to the Company a representation letter providing any information the Company deems necessary to
determine that the sale of the Equity Consideration is made in compliance with Rule 144, (ii) legal counsel to the Company agrees that the legend may be removed under applicable securities laws, (iii) the Holder of the Equity Consideration has
provided an opinion of counsel and all other necessary documentation and evidence as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall reasonably cooperate
with the applicable Holder to effect removal of such legend. The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section 2.12; provided, that the applicable Holder
shall be responsible for all legal fees and expenses of counsel incurred by such Holder with respect to delivering the legal opinion to the Company or such other matters addressed in this Section 2.12. 

ARTICLE III 

MISCELLANEOUS 
 Section
3.01 Communications. 
 All notices and other communications provided for or permitted hereunder shall be made in writing by
facsimile, electronic mail, courier service or personal delivery to the facsimile numbers, electronic mail addresses or addresses listed below (or to such other facsimile numbers or addresses provided by the Parties from time to time by written
notice to the other Parties pursuant to this Section 3.01): 
 (a) if to a Holder, to the respective address listed on
Schedule A hereof; 
 (b) if to a transferee of a Holder, to such Holder at the address provided pursuant to
Section 2.11 above; and 
 (c) if to the Company: 

Callon Petroleum Company 

200 North Canal St. 

Natchez, Mississippi 39120 

Attention: Joseph C. Gatto, Jr., Chief Financial Officer 

Email: jgatto@callon.com 

with a copy to (which shall not constitute notice): 

Haynes and Boone, LLP 

1221 McKinney Street 

Attention: Bill Nelson 

Facsimile: 713-236-5557 

Email: bill.nelson@haynesboone.com 

  
 15 







 All such notices and communications shall be deemed to have been received at the time delivered
by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by courier service or any other means. 

Section 3.02 Successor and Assigns. 

This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including
subsequent Holders of Registrable Securities to the extent permitted herein. 
 Section 3.03 Assignment of Rights. 

Except as provided in Section 2.11, neither this Agreement, nor any of the rights, benefits or obligations hereunder may be assigned or
transferred, by operation of law or otherwise, by any party hereto without the prior written consent of each other party. 
 Section 3.04
Recapitalization, Exchanges, Etc. Affecting the Common Stock.  
 The provisions of this Agreement shall apply to the
full extent set forth herein with respect to any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange
for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, stock splits, recapitalizations, pro rata distributions of stock and the like occurring after the date of this Agreement. 

Section 3.05 Aggregation of Registrable Securities. 

All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of
determining the availability of any rights and applicability of any obligations under this Agreement. 
 Section 3.06 Specific
Performance. 
 Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain,
and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such
breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other
equitable relief. The existence of this right shall not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have. 

  
 16 







 Section 3.07 Counterparts. 

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, including facsimile or
..pdf counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 

Section 3.08 Headings. 

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 

Section 3.09 Governing Law. 

This Agreement, including all issues and questions concerning its application, construction, validity, interpretation and enforcement, shall
be construed in accordance with, and governed by, the laws of the State of Delaware. 
 Section 3.10 Severability of Provisions. 

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction. 

Section 3.11 Entire Agreement. 

This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of
the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights
granted by the Company set forth herein. This Agreement and the Purchase and Sale Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter. 

Section 3.12 Amendment. 

This Agreement may be amended only by means of a written amendment signed by the Company and the Holders of a majority of the then outstanding
Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder. 

Section 3.13 No Presumption. 

If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or
persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel. 

  
 17 







 Section 3.14 Obligations Limited to Parties to Agreement. 

Each of the parties hereto covenants, agrees and acknowledges that no Person other than the parties hereto (and their permitted transferees
and assignees) shall have any obligation hereunder. Notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in
connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future
director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being
expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate thereof, as such, for any obligations of the Holders under this
Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of a Holder
hereunder. 
 Section 3.15 Independent Nature of Holder’s Obligations. 

The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be
responsible in any way for the performance of the obligations of any other Holder under this Agreement. Nothing contained herein, and no action taken by any Holder pursuant thereto, shall be deemed to constitute the Holders as a partnership, an
association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each
Holder shall be entitled to independently protect and enforce its rights, including, the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

 Section 3.16 Interpretation. 

Article and Section references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and
agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The words “include,” “includes” and
“including” or words of similar import shall be deemed to be followed by the words “without limitation.” Whenever any determination, consent or approval is to be made or given by a Holder under this Agreement, such action shall
be in such Holder’s sole discretion unless otherwise specified. Unless expressly set forth or qualified otherwise (e.g., by “Business” or “trading”), all references herein to a “day” are deemed to be a reference to
a calendar day. 
 Section 3.17 Consent to Jurisdiction; Venue.  

  
 18 







 (a) The parties hereby irrevocably and unconditionally agree that federal or state courts located
in Delaware shall have exclusive jurisdiction over all disputes between the parties with respect to this Agreement. The parties hereto agree that a final judgment in any such claim shall be conclusive and may be enforced in any other jurisdiction by
suit on the judgment or in any other manner provided by law. 
 (b) Each of the parties hereto irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any related matter in any court
described in paragraph (a) above and the defense of an inconvenient forum to the maintenance of such claim in any such court. 

(Signature pages follow) 

  
 19 







 IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first
above written. 
  

			
	CALLON PETROLEUM COMPANY
		
	By:	 	 /s/ Joseph C. Gatto, Jr.

	Name:	 	Joseph C. Gatto, Jr.
	Title:	 	Chief Financial Officer, Senior Vice
		 	President and Treasurer



  
 20 







 
			
	BSM ENERGY LP
	By: Creede Energy LLC, its general partner
		
	By:	 	 /s/ Stella M. Swanson

	Name:	 	Stella M. Swanson
	Title:	 	Manager
		
	By:	 	 /s/ Bradley Cross

	Name:	 	Bradley Cross
	Title:	 	Manager



  
 21 







 
			
	CREEDE ENERGY LLC
		
	By:	 	 /s/ Stella M. Swanson

	Name:	 	Stella M. Swanson
	Title:	 	Manager
		
	By:	 	 /s/ Bradley Cross

	Name:	 	Bradley Cross
	Title:	 	Manager



  
 22 







 
	
	 /s/ Bradley Cross

	Bradley Cross



  
 23 







 
	
	 /s/ Stella Swanson

	Stella Swanson



  
 24 







 
			
	GRELLA OIL & GAS, LLC
		
	By:	 	 /s/ Michael J. Grella

	Name:	 	Michael J. Grella
	Title:	 	Manager



  
 25 







 Schedule B 

Common Stock Price Per Share: $7.50