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I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"CHARGER GAS RESOURCES, LLC A DELAWARE LIMITED LIABILITY
COMPANY,
WITH AND INTO "MEMORIAL PRODUCTION OPERATING LLC" UNDER THE
NAME OF "MEMORIAL PRODUCTION OPERATING LLC A LIMITED LIABILITY
COMPANY ORGANIZED AND EXISTING UNDER THE LANS OF THE STATE OF
DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE THIRTIETH DAY
OF AUGUST, A.D. 2013, AT 4:57 O'CLOCK P.M.
4992976 8100M
131044767
You may verity this certificate online
at corp.delavare.gov /authver.ehtml
The First State
AUTHEN
PAGE 1
Jeffrey W. Bullock. Secretary of State
ION: 0705444
DATE: 09 -03 -13
RECEIVED 9/10/2013 at 11:39 AM
RECEIVING# 973185
BOOK:820 PAGE:84
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
0084
REC OIRDIEDIIIII lBIpt Igonligiu 3H2 BKN 1202 P.QN 1 R C STEVEN DALE DAVIS, CLERK of SWEE ATER COUNTY, WY Page 1 of 3
State of Delaware
Secretary of State
Division of Corporations
Delivered 05:09 PM 08/30/2013
FILED 04:57 PM 08/30/2013
SRV 131044767 4992976 FILE
Pursuant to Section 18 -209 of the Delaware Limited Liability Act, the undersigned
limited liability company hereby certifies that:
FIRST: The name and jurisdiction of formation of each of the entities party to the merger
are:
CERTIFICATE OF MERGER
OF
MEMORIAL PRODUCTION OPERATING LLC
Name of Entity State of Formation and Type of Entity
Charger Gas Resources, LLC Delaware limited liability company
Memorial Production Operating LLC Delaware limited liability company
SECOND: An agreement and plan of merger has been approved and executed by each of
the entities party to the merger in accordance with the requirements of Section 18 -209 of the
Delaware Limited Liability Company Act.
THIRD: The name of the surviving limited liability company is "Memorial Production
Operating LLC," a Delaware limited liability company.
FOURTH: The Certificate of Formation of Memorial Production Operating LLC shall be
the Certificate of Formation of the surviving limited liability company.
FIFTH: The merger is to become effective on August 30, 2013.
SIXTH: The executed agreement and plan of merger is on file at 1301 McKinney Street,
Suite 2100, Houston, Texas 77010, the address of the principal place of business of the surviving
limited liability company.
SEVENTH: A copy of the agreement and plan of merger will be furnished by the
surviving limited liability company, on request and without cost, to any member or any person
holding an interest in any other entity party to the merger.
[signature page follows]
0085
RC
RECO D /BI2013 2 I� E IIIII1629 8 1202 P08 15526
STEVEN ALE DAVIS, CLERK 01 SWE WATER COUNT WY Pege 2 of 3
rr
IN WITNESS WHEREOF, Memorial Production Operating LLC has caused this
certificate to be signed by an authorized officer on August 30, 2013.
MEMORIAL PRODUCTION OPERATING LLC
By: Memorial Production Partners LP, its sole
member
By: Memorial Production Partners GP LLC, its
general partner
B 1
[Delaware Certificate of Merger]
Kyle N. Roane
General Counsel and Corporate Secretary
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STEVEN DALE DAVIS, CLERKof SWEETWATER COUNTY, WY'Page 3 of 3
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