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Abraxas Petroleum Corporation
Land Department
18803 Meisner Drive
San Antonio, TX 78217
AFFIDAVIT OF MERGER
RECEIVED 4/29/2013 at 2:57 PM
RECEIVING 970711
BOOK: 810 PAGE: 190
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
BEFORE ME, the undersigned authority, on this 23 day of April 2013, personally appeared
Stephen T. Wendel, in his capacity as Vice President of Abraxas Petroleum Corporation, a Nevada
corporation "Affiant known to me to be the person whose signature appears below and, after being
duly sworn by me, stated the following:
1. ABRAXAS PETROLEUM CORPORATION, a Nevada corporation "Abraxas Petroleum and
ABRAXAS OPERATING, LLC, a Texas limited liability company "Abraxas Operating did
merge (the "Merger according to the terms of that certain Agreement and Plan of Merger dated
March 14, 2013, as evidenced by (i) that certain Articles of Merger dated April 10, 2013 from the
Secretary of State of Nevada, attached hereto as Exhibit A, and (ii) that certain Certificate of
Merger dated April 10, 2013 from the Secretary of State of Texas, attached hereto as Exhibit B.
2. Pursuant to the Merger, Abraxas Petroleum, as the sole surviving entity, did succeed to all assets
and property of every description, and every interest in the assets and property, wherever located,
and the rights, privileges, immunities, powers, franchises, and authority, of a public as well as of
a private nature, and all obligations belonging to or due to Abraxas Operating, including but not
limited to, all past, present and future rights and obligations "Lease Rights and Obligations of
Abraxas Operating under all oil and gas leases "Leases in which Abraxas Operating had Lease
Rights and Obligations as of the Merger.
3. All correspondences regarding the Merger, Leases, Lease Rights and Obligations or this Affidavit
of Merger should be directed to the following:
Abraxas Petroleum Corporation
18803 Meisner Drive
San Antonio, TX 78258 -4240
Attention: Stephen T. Wendel
Telephone: 210-757-9855
Facsimile: 210 -495 -1107
[Signature Page Follows]
0a. 90
FURTHER, AFFIANT SAITH NAUGHT.
STATE OF TEXAS
COUNTY OF BEXAR
JENNIFER G STEPHENS
My Commission Expires
June 1,2016
AFFIANT:
Stephen T. Wendel, ice President of
Abraxas Petroleum Corporation,
a Nevada corporation
y 0 91
Sworn to and subscribed before me on the�day of 2013, by STEPHEN T.
WENDEL, Vice President of Abraxas Petroleum Corporation, a Nev da corporation.
Filed in the office of
Document Number
20
-75
Ross Miller
04/10/2013 3:40 PM
Secretary of State
Entity Number
State of Nevada
C8080 -1990
Articles of Merger
(PURSUANT TO NRS 92A200)
Page 1
USE BLACK INK ONLY DO NOT HIOHLIOHT
1) Name and Jurisdiction of organization of each constituent entity (NRS 92A.200);
If there are more than four merging entitles, check box and attach an 8 1/2" x 11" blank sheet
containing' the required information for each additional entity from article one.
;Abraxas Operating, LLC
Name of merging entity
Texas
Jurisdiction
Name of merging entity
Jurisdiction Entity type'
Name of merging entity
Jurisdiction
Name of merging entity
and,
ROSS MILLER
Seoretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 99701 -4520
(776) 684.5709
Website: www.nvsos.gov
Jurisdiction Entity type
Abraxas Pctrolcum Corporation
Name of surviving entity
Nevndn
Jurisdiction
Exh
Page 1of6
Articles of Merger
(Pursuant to NRS Chapter 92A)
Corporation, non -profit corporation, limited partnership, limited liability company or business trust.
Filing Fee: $350.00
This tom) must be accompanied by appropriate tees. Nevada Secretary of Stela 02A Merger Page 1
Revised: 0 -31.11
x'140103'
Entity type
Limited Liability Cornpany
Entity type
.Col oration
Entity type
*140103*
ABOVE SPACE IS FOR OFFICE USE ONLY
A '2
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701.4520
(776)884.5708
Webslte: www,nvsos,gov
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
USE BLACK INK ONLY -oO NOT HIGHLIGHT
2) Forwarding address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger NRS 92A.190):
Attn:
c/o:
3) Choose one:
i
'The undersigned declares that a plan of merger has been adopted by each constituent entity
L J (NRS 92A.200).
The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180).
4) Owner's approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):
E i If there are more than four merging entitles, check box and attach an 8 1/2" x 11" blank sheet
I_1 containing the required information for each additional entity from the appropriate section of
article four.
(a) Owner's approval was not required from
•Abraxas Operating
Name of merging entity, if applicable
Name of merging entity, If applicable
Name of merging entity, if applicable
Name of merging entity, If applicable
This form must be accompanied by appropriate fees,
Exhibit A
Page 2 of 6
and, or;
Abraxas Petroleum Corporation
Name of surviving entity, if applicable
AEOVE SPACE IS FOR OFFICE USE ONLY
Nevada Secretary of Stale e2A Merger Page 2
Revisor!: a -31 -11
liOi
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 897014620
(776)684.6708
Webalte: www.nvsos.gov
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
U3B BLACK INK ONLY DO NOT HIGHLIGHT
(b) The plan was approved by the required consent of the owners of
Name of merging entity, If applicable
Name of merging entity, If applicable
Name of merging entity, If applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
Unless otherwise provided In the certificate of trust or governing Instrument of a business trust, a merger must be approved by ail
the trustees and beneficial owners of each business trust that is a constituent entity In the merger,
This form must be accompanied by appropriate fees.
A
Page 3 of 6
ABOVE SPACE IS FOR OFFICE I1SE ONLY
Nevada Secretary of State 92A Mercer Page 3
Revised: 8 -31 -11
and, or;
Exhibit A
Page 4 of 6
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 09701.4520
(775) 684.5708
Webeitol www.nvsos.gov
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
USE BLACK INK ONLY DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
The plan of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required by the
articles of incorporation of the domestic corporation.
Name of merging entity, If applicable
Name of•merging entity, If applicable
This form must be accompanied by appropriate Peas.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of surviving entity, If applicable
Nevada Secrelery of Slate 92A Merger Page 4
Revised: 8 31 11
01_,0r
USE BLACK INK ONLY- DO NOT HIGHLIGHT
This form must be accompanied by appropriate fees.
Exhibit
Page 5 of 6
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701 -4520
(776) 684.5708
Webalte: www.nvsos.gov
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
ti) Amendments, If any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS 92A.200)
Not applicable.
6) Location of Plan of Merger (check a or b):
C (a) The entire plan of merger is attached;
ABOVE SPACE IS FOR OFFICE USE ONLY
or,
7 (b) The entire plan of merger Is on file at the registered office of the surviving corporation, limited liability
►Y company or business trust, or at the records office address if a limited partnership, or other place of
business of the surviving entity (NRS 92A.200).
7) Effective date and time of filing; (optional) (muet not be later than 90 days after the certificate is filed),
Date: Time:
"Amended and restated articles may be attached as an exhibit or Integrated into the articles of merger. Please entitle them
"Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state
must accompany the amended and /or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent Nevada
parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the
surviving entity except that the name of the surviving entity may be changed.
Nevada Secretary or Stale 92A Merger Page 5
Revised; 0.31 -11
3.7 0191,
Articles of Merger
(PURSUANT TO NRS 82A.200)
Page 6
USE BLACK INK ONLY DO NOT HIGHLIGHT ABOVE SPACE I8 FOR OFFICE USE ONLY
8) Signatures Must be signed by: An officer of each Nevada corporation; All general partners of
each Nevada ilmtted partnership; All general partners of each Nevada limited liability limited
partnership; A manager of each Nevada limited liability company with managers Drone
member If there are no managers; A trustee of each Nevada business trust (NRS 92A.220)*
x.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701 -452o
(775) 6845708
Webelte: www,nvaos.gov
If there are more than four merging entitles, chock box and attach an 8 1/2" x 11" blank sheet
containing tho required information for each additional entity from article eight.
Lbraxes erar LLB 1 1
Name
X
!Robert LG. Watson, Manager :March 14 2013'
Signature Title Date
Name of merging entity
X
Signature
Nemo of merging entity
X
Signature Tltle Date
Name of merging entity
Signature
end,
;AbraxasP �leua Corp do
Name of
X
Signature
Exhibit A
Page 6 of 6
Title
I
Date
Title Date
Robcrfh,C. Watson ;'Cliaitman of
theaoard, President and Chief
•Lxecutivc Ofioor ,March 14,2013;
Title Date
The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS
92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
IMPORTANT: Failure to include any of the above Information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada secretaryofState 92A Merger Pogo 6
RaVfaed: 0,91.11
s r,
Corpc.,..... ection
P.O.Box 13697
Austin, Texas 78711 -3697
r.Xhl121t B
Office of the Secretary of State
CERTIFICATE OF MERGER
J ,,een
Secretary of State
The undersigned, as Secretary of State of Texas, hereby certifies that a filing instrument merging
Abraxas Operating, LLC
Domestic Limited Liability Company (LLC)
[File Number: 800818925]
Into
ABRAXAS PETROLEUM CORPORATION
Foreign For Profit Corporation
Nevada, USA
[File Number: 9091006]
has been received in this office and has been found to conform to law.
Accordingly, the undersigned, as Secretary of State, and by the virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing the acceptance and filing of the merger on
the date shown below.
Dated: 04/10/2013
Effective: 04/10/2013
Phone: (512) 463 -5555
Prepared by: Lisa Jones
John Steen
Secretary of State
Coine visit us on the internet at http://www.sos.state.tx.us/
Fax: (512) 463 -5709 Dial: 7 -1 -1 for Relay Services
TID: 10343 Document: 475283270002