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Home My WebLink About918865 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 r'qo 1("2 './ i, ; q. ~. Gwyn Shea Secretary of State 579809 Office of the Secretary of State CERTIFICATE OF MERGER The undersigned, as Secretary of State of Texas, hereby certifies that the attached articles of merger of AMERlCAN COMETRA INC. Foreign Business Corporation DE, USA [Filing Number: 5880406] Into ¡( I PEARLSTONEENERGYPARTNERSLLC Domestic Limited Liability Company (LLC) [Filing Number: 703487922] have been filed in this office as of the date of this certificate. Accordingly, the undersigned, as Secretary of State, and by the virtue of the authority vested in the secretary by law, hereby issues this certificate of merger. Dated:04/02/2002 RECEIVED 5/30/2006 at 10:50 AM RECEIVING # 918865 BOOK: 621 PAGE: 422 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY Effective:04/02/2002 ~cSL Gwyn Shea Secretary of State Come visit us on the internet at httpJ.f.!::::»¡;~~.sos.state.tx.us/ ~r~p~~~~1~~£E:¡jj)555 FAX(5 ] ;:¡~:::::~j~:¡:!i:n09 r~¡~R~~@,; '--e._..~·-.;>-.-, -1-;, ,- , ','" """I:. ~.:. -.. , A;I ~8F C- O 9 ..~... d._ J...þ (' :1 n A ~'J 3 . ..' I. .' \.. -:¡ ~_':.' of J FILED n the Üff/ St!Cff)tary of StC6t Of thEl a e of Texas APR 022002 ARTICLES OF MERGER AMEIUCAN COMETRA, mc., a De]aware corporation, Corporat/on8 SectIon Into PEARLSTONE ENERGY PARTNERS LLC a Tens limited liability company Pursuant to the tenns of Section 264 of the Genera] Corporation Law of the State of Delaware and Article 10.05 of the Texas Limited Liability Company Act. Pear1stone Energy Partners LLC, a Texas limited Jjability company, hereby certifies that: FIRST: The name of the parent entity is Pearlstone Energy Partners LLC, a Texas limited liability company. The name of the subsidiary entity is American Cometra, Inc., a Delaware corporation. The name, type of entity, and state of domicile of each constituent entity is as foUows: NAME TYPE OF ENTITY STATE Pearlstone Energy Parmers LLC American Comen-a, Inc. Limited Liability Company Corporation Texas Delaware SECOND: American Cometra, Inc. has one class of C<:IpitaJ stock., being no par va1ue common stock.. Pearlstone is the parent corporation of American Co metra, Inc. and owns 3,91 1 shares of the nQ par value common stock of American Cometra, Inc., being 100010 of the issued and outstanding capital stock of American Cometra, Inc. THIRD; The name of the surviving entity is Pearlstone Energy Partners LLC, a Texas 1.imÏted liability company. The address ofPearJstone Energy Partners LLC is 210 West 6111 Street, Suite 1001 Fort Worth, Texas 76102. FOURTH: The merger has been ;::ppmved, adopted, certified and executed and aclmowiedged by each of the constituent entities in accordance with Section 264 of the General Corporation Law of the Stß1e of Delaware and Article 10.05 of the Texas Limited Liability Company Act. FIFTH: A copy of the resolution of merger adopted by the members of Pearlstone Energy Partners liC on MarchI 5, 2002 is attached as Exhibit "A" to these Articles of Merger. SIXTH: Pearlstone Energy Partners LLC, as the resulting entity, will be responsible for the payment of all fees and fumchise taxes and will be obligated to pay such taxes if they are not timely paid. · . ¡:·~'~·~';¡:;:",n:':.;'¡:'~;.:' '·I~';;:.::Ò:O:.:·:.:·· ,," ',~,';:¡~<~¡::'; .'.. '';1;' ,'~' ....., '.' n-o.''ì\ ~)t;¡G;:; u..~..:1 .."'. ._~ _I [' :") n I~ ~. 4 ~,þ i.) l: r. .'_~ IN WITNESS WHEREOF, PEARLSTONE ENERGY PAR1NERS LLC has caused these Articles of Merger to be executed by its officer thereto duly authorized this 2d day of Apri~ 2002. PEARLSTONE ENERGY P AR1NERS LLC By: 1i~ ~.~ M~ . Young . Managing Director ~~ili~¡¡~j ·}~~mjWti? J .~ .,r:A ·'t' ~.. ì ç', :f'>- ft¡ .~§ ..y,. ~j C~') 0';:) ....-...'. r' i') r, t { 5 '. > r ,. ¿\.~. - ,~\. :¡ .',,, EXHIBIT "A" TO ARTICLES OF MERGER WHEREAS, PEARLSTONE ENERGY P ARTNERSLLC ("PEARLSTONE") is the owner and holder of all the issued and outstanding capital stock of American Cometra, Inc., a 'Delaware corporation ("ACr'); and WHEREAS, pursuant to the terms Section 264 of the· General Corporation Law of the State of Delaware and Article 10.05 oftbe Texas Limited Liability Company Act, PEARLSTONE wishes to merge ACI into itself with PEARLSTONE being the surviving entity. NOW THEREFORE BE IT RESOL YEn, that pursuant to the terms of Section 264 of the General Corporation Law of the State of DeJaware and Article 10.05 of the Texas Limited Liability Company Act, ACI be merged with and into PEARLSTONE, with PEARLSTONE assuming aJI of the liabilities and obligations of the ACI, on the fOllowing terms aud provisious: (a) The name' of the surviving entity is Pearlstone Energy Partners LLC, a TeJGIS limited liability company. (b) Since all of the issued 'and outstanding capital stock of ACI is owned by PEARLSTONE,' and PEARLSTONE is the surviving entity, there is no need to (i) state the terms and conditions of the merger, including the securities., cash. property, or rights to be issued, paid, delivered Or granted by the surviving entity Upon surrcnder of each share of subsidiary stock. or (ii) provide for the pro rata issuance of membership interest in the surviving entity to the holders of the membership interest in tbeparent entity upon surrender of any certificates tberefor. BE IT FURTHER RESOLVED THAT, the officers of PEARLSTONE are hereby authorized and directed to take a11 such actions. and to execute, deliver and perfonn under such instruments, certificates, agreements and assignments, including without limitation agreements and articles of merger, and all amendments or revisions of them as the officer so executing shall deem necessary or appropriate for the purpose of effecting the merger described above, with all such actions and the execution of any such inst:rumeDt, certificate, agreement or assignment or amendment or revision thereto to be deemed approved by the members of PEARLS TONE. Adopted by the Members of Pearlstone Energy Partners LLC on March 15, 2002 .--".;"...;!¡.<'i..¡....';.; J:·;~"·c '_' _.- ,.', ~,~·~:-::,tr.Jo¡~::_;!;::-~<~~ .'. ·.;"'¡_·Lj:"!--:_;,;¡-~,,".. . ".:': ':.:.;I:.~.;.;.;.¡'..;.;. ;'~~,;:::",.:',,\'&;:.::z.i::.::::: "'. ;;.,;,';~,:,";:,.'.-~.,.;;.r:..',..- .:"·.':.r!::~ir~.\\~,'~ ,'¡'¡'.',~.~ .'.:.' ,1":\ Ü -'ft ~~; ~3 () S t\., .._..J ...Af.:.: '__'I "-. -J The State of Texas r'...... ,.... "!; 6 ' , p ¿:., \./ \., \ A Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 Phone: 512-463-5555 Fax: 512-463-5709 TrY: 7-1-1 www.sos.state.tx.us Office of the Secretary of State Re: Original Documents Dear Sir or Madam: On August 6, 2001, the Office of the Texas Secretary of State converted to a new computer system. One of the many changes to procedure effected by the new system is the change to the look of the certificates of filing and certification of facts or copies by the Corporation Section. Prior to our conversion, certificates issued by the Corporations Section were printed on special certificate paper that contained a pre-printed gold seal. Under our new system we are generating certificates using electronic signatures and black and white seals, and we are generating certificates over the WEB. Consequently, articles of incorporation, articles of organization, certificates of amendment, certificates of existence (certificates of status), and all other certificates issued by this office wi11no longer be on "gold-seal paper". Attached to this letter is an original certificate prepared by our new system. ;~i;~1iWlil;~f;~~ ~r: If you have any questions regarding this matter, please call meat 512-463-5578. Very Truly Yours, Z4~~ Ila Hendricks Certifying Team Office of the Texas Secretary of State ')I~~¡ill~l~I~\! ."...,..',',....,'-.......... '.........-.......".....'. ... .~._«..'~.:.'...'..:.:__.~:...... c·';' ..;:-:.,',.",-, ¡p r':a .,~ ~1 ~J. ~. c:; ~þ .J .'/,. ~ ..J -"' ',J¡ (, .... r-,- ' "7 ,.; :J l' lí :~~ COlporalions Section P.O.Box 13697 Austin. Texas 78711-3697 r'?'E--"" .;;::~\ °ß', {c..~.>~\;;~ ~W~; ~*~~.. )~J ~'.- ""/h :\ ...... ....... '" , "'~~.~.~..' Office of the Secretary of State Roger Williams Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below: PEARLSTONEENERGYPARTNERSLLC Filing Number: 703487922 Articles of Merger April 02, 2002 In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on May 04,2005. ?- Roger Williams Secretary of State Phone: (512) 463-5555 Prepared by: SOS-WEB Come visit us on the inlemel at http://www.sos.state.tx.us/ Fax: (512) 463-5709 TTY: 7-1-1 Document: 89687460003