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Home My WebLink About965726I, Mark Martin, Arkansas Secretary of State of the State of Arkansas, and as such, keeper of the records of domestic and foreign corporations, do hereby certify that the following and hereto attached instrument of writing is a true and perfect copy of Arkansas Secretary of State Mark Martin State Capitol Building Little Rock, Arkansas 72201 -1094 501.682.3409 Articles of Merger filed on this Jul 03, 2012 STEPHENS PRODUCTION COMPANY CONTINENTAL PROPERTIES, LLC In Testimony Whereof, I have hereunto set my hand and affixed my official Seal. Done at my office in the City of Little Rock, this 9th day of July, 2012. i76/4. 77ttittAtn.. Mark Martin Arkansas Secretary of State By: Julie Wolfe 00176 RECEIVED 7/26/2012 at 9:35 AM RECEIVING 965726 BOOK: 790 PAGE: 176 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY FILED Arkansas Secretary of State Mark Martin Doc 2585492001 Filing#: 811015539 Filed On: 7/3/2012 2:29:03 PM Page(s): 5 THIS AGREEMENT AND PLAN OF MERGER made this 1 day of July 2012 (the "Agreement of Merger between STEPHENS ENERGY COMPANY LLC, an Arkansas limited liability company (the "First Company and STEPHENS PRODUCTION COMPANY CONTINENTAL PROPERTIES, LLC d/b /a Stephens Production Company, an Arkansas limited liability company (the "Second Company WHEREAS, the First Company is a wholly -owned subsidiary of the SF Holding Corp; and WHEREAS, the Managers of the First Company and the Second Company, respectively, deem it advisable and generally to the advantage and welfare of the two corporate parties and their respective shareholders that the First Company merge with the Second Company under and pursuant to the provisions of the Business Corporation Law of the State of Arkansas. Now, THEREFORE, in consideration of the premises and of the mutual agreements herein contained and of the mutual benefits hereby provided, it is agreed by and between the parties hereto as follows: 1. MERGER. The First Company shall be and it hereby is merged into the Second Company. 2. EFFECTIVE DATE. This Agreement of Merger shall become effective on July 1, 2012, upon compliance with the laws of the State of Arkansas, the time of such effectiveness being hereinafter called the Effective Date. 3. SURVIVING LIMITED LIABILITY COMPANY. The Second Company shall survive the merger herein contemplated and shall continue to be governed by the laws of the State of Arkansas, but the separate corporate existence of the First Company shall cease forthwith upon the Effective Date. 4. ARTICLES OF ORGANIZATION. The Articles of Organization and any amendment thereto as set forth as Appendix A hereto shall be the Articles of Organization of the Second Company following the Effective Date unless and until the same shall be amended or repealed in accordance with the provisions thereof, which power to amend or repeal is hereby expressly reserved, and all rights or powers of whatsoever nature conferred in such Articles of Organization or herein upon any shareholder or director or officer of the Second Company or upon any other persons whomsoever are subject to the reserve power. Such Articles of 34473 -2 AGREEMENT AND PLAN OF MERGER OF STEPHENS ENERGY COMPANY LLC INTO STEPHENS PRODUCTION COMPANY CONTINENTAL PROPERTIES, LLC D /B /A STEPHENS PRODUCTION COMPANY CERTIFIED COPY 00177 CERTIFIED COPT CER1 iriED COPY Organization shall constitute the Articles of Organization of the Second Company separate and apart from this Agreement of Merger and may be separately certified as the Articles of Organization of the Second Company. 5. OPERATING AGREEMENT. The Operating Agreement of the Second Company as it exists on the effective date shall be the Operating Agreement of the Second Company following the Effective Date unless and until the same shall be amended or repealed in accordance with the provisions hereof. 6. MANAGERS AND OFFICERS. The managers and the officers of the Second Company immediately after the effective time of the merger shall be those persons who were the managers and the officers, respectively, of the Second Company immediately prior to the effective time of the merger, and such persons shall serve in such offices, respectively, for the terms provided by law or in the Operating Agreement, or until their respective successors are elected and qualified. 7. FURTHER ASSURANCE OF TITLE. If at any time the Second Company shall consider or be advised that any acknowledgments or assurances in law or other similar actions are necessary or desirable in order to acknowledge or confirm in and to the Second Company any right, title, or interest of the First Company held immediately prior to the Effective Date, the First Company and its proper officers and managers shall and will execute and deliver all such acknowledgments or assurances in law and do all things necessary or proper to acknowledge or confirm such right, title, or interest in the Second Company as shall be necessary to carry out the purposes of this Agreement of Merger, and the Second Company and the proper officers and managers thereof are fully authorized to take any and all such action in the name of the First Company or otherwise. 8. RIGHTS AND LIABILITIES OF SECOND COMPANY. At and after the Effective Date of the merger, the Second Company shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers, and franchises, both public and private, and all of the property, real, personal, and mixed, of each of the parties hereto; all debts due to the First Company on whatever account shall be vested in the Second Company; all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the parties hereto shall be as effectively the property of the Second Company as they were of the respective parties hereto; the title to any real estate vested by deed or otherwise in the First Company shall not revert or be in any way impaired by reason of the merger, but shall be vested in the Second Company; all rights of creditors and all liens upon any property of either of the parties hereto shall be preserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger, all debts, liabilities, and duties of the respective parties hereto shall thenceforth attach to the Second Company and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it; and the Second Company shall indemnify and hold harmless the officers and directors of each of the parties hereto against all such debts, liabilities and duties and against all claims and demands arising out of the merger. 9. SERVICE OF PROCESS ON SECOND COMPANY. The Second Company agrees that it may be served with process in the State of Arkansas in any proceeding for the enforcement of any obligation of the First Company. The Secretary of State of the State of Arkansas shall be 34473 -2 2 CERTIFIED COPY (►)1.78 n CERTIFIEDTOPY and hereby is irrevocably appointed as the agent of the Second Company to accept service of process in any such proceeding. 10. TERMINATION. This Agreement of Merger may be terminated and abandoned by action of either the Managers of the First Company or the Second Company at any time prior to the Effective Date, whether before or after approval by the shareholders of the two corporate parties hereto. 11. PLAN OF REORGANIZATION. This Agreement of Merger constitutes Plan of Reorganization to be carried out in the manner, on the terms and subject to the conditions herein set forth. 12. EXPENSES AND RIGHTS OF DISSENTING SHAREHOLDERS. The Second Company shall pay all expenses of carrying this Agreement of Merger into effect and of accomplishing the merger, including amounts, if any, to which dissenting members of the First Company may be entitled by reason of this merger under the provisions of the Arkansas Limited Liability Act of the State of Arkansas with respect to the rights of dissenting members. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 34473 -2 3 CERTIFIED COPY 00179 IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to authority duly granted by the Managers, has caused this Agreement of Merger to be executed by an authorized officer, respectively. STATE OF COLORADO COUNTY OF DENVER CER I IFIED COY CHRIS O'SHEA NOTARY PUBLIC STATE OF COLORADO My Commission Expires 08/24/2014 34473 -2 4 STEPHENS ENERGY COMPANY LLC An Arkansas limited liability company (the "First Company CORPORATE ACKNOWLEDGMENT BE IT REMEMBERED that on this 15th day of May, 2012, personally appeared before me, the subscriber, a Notary Public in and for the County and State aforesaid, Douglas E. Wein, Secretary of STEPHENS ENERGY COMPANY LLC, an Arkansas limited liability company, party to the foregoing Agreement of Merger and on whose behalf the foregoing was executed, known to me personally to be such and acknowledged such instrument to be their act and deed; and the act and deed of said limited liability company; and the signature of the said persons are in their own proper handwriting. Given under my hand and seal of office, the day and year aforesaid. CERTIFIED COPY u0180 n CERTIFIED C01 IN WITNESS WHEREOF, each of the corporate parties hereto pursuant to authority duly granted by the Managers, has caused this Agreement of Merger to be executed by an authorized officer, respectively. STATE OF ARKANSAS COUNTY OF SEBASTIAN CORPORATE ACKNOWLEDGMENT BE IT REMEMBERED that on this 1st day of�, 2012, personally appeared before me, the subscriber, a Notary Public in and for a County and State aforesaid, William S. Walker of STEPHENS PRODUCTION COMPANY CONTINENTAL PROPERTIES, LLC, d/b /a Stephens Production Company, an Arkansas limited liability company, party to the foregoing Agreement of Merger and on whose behalf the foregoing was executed, known to me personally to be such and acknowledged such instrument to be their act and deed; and the act and deed of said limited liability company; and the signature of the said persons are in their own proper handwriting. Given under my hand and seal of office, the day and year aforesaid. Q e,N►E f t0 1i COMAI,R n 123 10960 v PUBLIC EXPI 11.17 .201' My Commisi 9 N cot.% .4 Mrm0110u` SE 34473 -2 5 STEPHENS PRODUCTION COMPANY CONTINENTAL PROPERTIES, LLC D /B/A STEPHENS PRODUCTION COMPANY AN ARKANSAS LIMITED LIABILITY COMPANY (the "Second Company By: illiam S. Walker, Manager CERTIFIED C01" 00I8