HomeMy WebLinkAbout974130THE STATE OF WYOMING
COUNTY OF LINCOLN
RECEIVED 11/12/2013 at 4:37 PM
RECEIVING 974130
BOOK: 824 PAGE: 53
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
AMENDMENT TO MERGER AFFIDAVIT
KNOW ALL MEN BY THESE PRESENTS THAT:
THIS AMENDMENT TO MERGER AFFIDAVIT (this "Amendment is made by
Black Stone Natural Resources II, L.P., a Delaware limited partnership, B1ak Stone Natural
Resources II -B, L.P., a Delaware limited partnership, Black Stone Natural Resources III,
L.P., a Delaware limited partnership, Black Stone Natural Resources III -B, L.P., a Delaware
limited partnership, Hatfield Royalty, L.P., a Delaware limited partnership, Riverbend
Production, L.P., a Delaware limited partnership, BSNR III, Inc. a Delaware corporation, and
BSAP II, Inc., a Texas corporation (collectively herein referred to as "Merged Entities
WHEREAS, reference is hereby made to that certain Merger Affidavit dated September
23, 2013, filed of record in the records of Lincoln County, Wyoming in Book 821, Page
623, Receiving Number 973548 (the "Merger Affidavit
WHEREAS, the Merger Affidavit was inadvertently filed without Exhibits A through H
being attached thereto; and
WHEREAS, it is the desire of the Merged Entities to amend the Merger Affidavit.
0u53
NOW, THEREFORE, the Merged Entities hereby amend the Merger Affidavit to include
the attached Exhibits A, B, C, D, E, F, G and H.
EXECUTED this 28th day of October, 2013.
THE STATE OF TEXAS
COUNTY OF HARRIS
SWORN TO AND SUBSCRIBED before me on October 28, 2013, by G. Allen
Goodling, Authorized Signatory of (i) BSAP II GP, L.L.C., a Delaware limited liability
company, general partner of Black Stone Natural Resources II, L.P., a Delaware limited
partnership, (ii) BSAP II GP, L.L.C., a Delaware limited liability company, general partner of
Black Stone Natural Resources II -B, L.P., a Delaware limited partnership, (iii) BSAP III GP,
L.L.C., a Delaware limited liability company, general partner of Black Stone Natural Resources
III, L.P., a Delaware limited partnership, (iv) BSAP III GP, L.L.C., a Delaware limited liability
company, general partner of Black Stone Natural Resources III -B, L.P., a Delaware limited
partnership, (v) BSAP II GP, L.L.C., a Delaware limited liability company, general partner of
Hatfield Royalty, L.P., a Delaware limited partnership, (vi) BSNR III Working Interests GP,
L.L.C., a Delaware limited liability company, general partner of Riverbend Production, L.P., a
Texas limited partnership, (vii) BSNR III, Inc., a Delaware corporation, and (viii) BSAP II, Inc.,
a Texas corporation.
ANDREA MARIA THOMAS
%.4 Notary Public, State of Texas
My Commission Expires
October 14, 2017
,ID 11
0054
G. Allen Goodling, Auk' ed Signatory for (i)
BSAP II GP, L.L.C., general er of Black Stone
Natural Resources II, L.P., (ii) BSAP II GP, L.L.C.,
general partner of Black Stone Natural Resources
II -B, L.P., (iii) BSAP III GP, L.L.C., general
partner of Black Stone Natural Resources III, L.P.,
(iv) BSAP III GP, L.L.C., general partner of Black
Stone Natural Resources III -B, L.P., (v) BSAP II
GP, L.L.C., general partner of Hatfield Royalty,
L.P., (vi) BSNR III Working Interests GP, L.L.C.,
general partner of Riverbend Production, L.P., (vii)
BSNR III, Inc., and (viii) BSAP II, Inc.
1/2,_46.4
Notary Public in and for the State of Texas
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:
"BLACK STONE NATURAL RESOURCES II, L.P. A DELAWARE LIMITED
PARTNERSHIP,
WITH AND INTO "BLACK STONE MINERALS COMPANY, L.P." UNDER THE
NAME OF "BLACK STONE MINERALS COMPANY, L.P. A LIMITED
PARTNERSHIP ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE SEVENTH
DAY OF AUGUST, A.D. 2013, AT 1:45 O'CLOCK P.M.
2933632 8100M
130964144
You may verify this certificate online
at corp.delaware.gov /authver.shtml
Delaware
EXHIBIT A
The First State
AUTHEN
PAGE 1
Jeffrey W. Bullock, Secretary of State
TION: 0647306
DATE: 08 -07 -13
0u55
Pursuant to the provisions of Section 17 -211 of the Delaware Revised Uniform Limited
Partnership Act (the "Act the undersigned limited partnership submits the following Certificate of
Merger for the purpose of effecting a merger under the Act.
follows:
CERTIFICATE OF MERGER
OF
BLACK STONE NATURAL RESOURCES II, L.P.
WITH AND INTO
BLACK STONE MINERALS COMPANY, L.P.
1 The name and jurisdiction of formation of each of the constituent entities are as
Jurisdiction of
Name Type of Entity Formation
Black Stone Natural Resources II, L.P. Limited Partnership Delaware
Black Stone Minerals Company, L.P. Limited Partnership Delaware
2. An Agreement and Plan of Merger (the "Merger Agreement has been approved,
adopted, certified, executed and acknowledged by each of the constituent entities in accordance with
the Act.
L.P."
52934028.1
3. The name of the surviving limited partnership is "Black Stone Minerals Company,
4. The Certificate of Limited Partnership of Black Stone Minerals Company, L.P.
existing prior to the merger shall be the Certificate of Limited Partnership of the surviving limited
partnership, with no amendment thereto as a result of the merger.
5. The executed Merger Agreement is on file at the principal place of business and
office of the surviving limited partnership, located at 1001 Fannin, Suite 2020, Houston, Texas
77002.
6. A copy of the Merger Agreement will be furnished by the surviving limited
partnership, on request and without cost, to any partner of the constituent limited partnerships.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
5 6
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:20 Pk 08/07/2013
FILED 01:45 PM 08/07/2013
SRV 130964144 2933632 FILE
52934028.1
0057
IN WITNESS WHEREOF, the undersigned, being the surviving limited partnership, has
executed this Certificate of Merger as of 2) 2013.
BLACK STONE MINERALS COMPANY, L.P.
By: Black Stone Natural Resources, L.L.C,, its
general partner
By:
o
R. Marc Carroll
Senior Vice President
Financial Officer
and Chief
2933632 8100M
130810738
You may verify this certificate online
at corp.delaware.gov /authver.shtml
EMIT B
Delaware
The First State
PAGE 1
u 8
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:
"BLACK STONE NATURAL RESOURCES II -B, L.P. A DELAWARE
LIMITED PARTNERSHIP,
WITH AND INTO "BLACK STONE MINERALS COMPANY, L.P." UNDER THE
NAME OF "BLACK STONE MINERALS COMPANY, L.P. A LIMITED
PARTNERSHIP ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE
TWENTY- FOURTH DAY OF JUNE, A.D. 2013; AT 9:31 O'CLOCK P.M_
Jeffrey W. Bullock, Secretary, of State
AUTHEN C .TION: 0538589
DATE: 06 -25 -13
State of Delaware
Secretary of State
Division of Corporations
Delivered 09:30 PM 06/24/2013
FILED 09:31 PM 06/24/2013
SRV 130810738 2933632 FILE
L.P."
Pursuant to the provisions of Section I7 -211 of the Delaware Revised Uniform Limited
Partnership Act (the "Act"), the undersigned limited partnership submits the following Certificate of
Merger for the purpose of effecting a merger under the Act.
1. The name and jurisdiction of formation of each of the constituent entities are as
follows:
52770243.1
CERTIFICATE OF MERGER
OF
BLACK STONE NATURAL RESOURCES I1 -B, L.P.
WITH AND INTO
BLACK STONE MINERALS COMPANY, L.P.
Jurisdiction of
Name Type of Entity Formation
Black Stone Natural Resources 1I -B, L.P. Limited Partnership Delaware
Black Stone Minerals Company, L.P. Limited Partnership Delaware
2. An Agreement and Plan of Merger (the "Merger Agreement") has been approved,
adopted, certified, executed and acknowledged by each of the constituent entities in accordance with
the Act.
3. The name of the surviving limited partnership is "Black Stone Minerals Company,
4. The Certificate of Limited Partnership of Black Stone Minerals Company, L.P.
existing prior to the merger shall be the Certificate of Limited Partnership of the surviving limited
partnership, with no amendment thereto as a result of the merger.
5. The executed Merger Agreement is on file at the principal place of business and
office of the surviving limited partnership, located at 1001 Fannin, Suite 2020, Houston, Texas
77002.
6. A copy of the Merger Agreement will be furnished by the surviving limited
partnership, on request and without cost, to any partner of the constituent limited partnerships or any
member of the constituent limited liability company.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
0059
IN WITNESS WHEREOF, the undersigned, being the surviving limited partnership, has
executed this Certificate of Merger as of "j 2013.
52770243.1
BLACK STONE MINERALS COMPANY, L.P.
By: Black Stone Natural Resources, L.L.C.
General Partner
13
A. Vanderhider
President and Chief Operating Officer
0060
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:
"BLACK STONE NATURAL RESOURCES III, L.P.", A DELAWARE
LIMITED PARTNERSHIP,
WITH AND INTO "BLACK STONE MINERALS COMPANY, L.P." UNDER THE
NAME OF "BLACK STONE MINERALS COMPANY, L.P. A LIMITED
PARTNERSHIP ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE
TWENTY— EIGHTH DAY OF JUNE, A.D. 2013, AT 3:34 O'CLOCK P.M.
2933632 8100M
130831390
You may verify this certificate online
at corp.delaware.gov /authver.shtml
EXIIBTT C
Delaware
The First State
PAGE 1
Jeffrey W. Bulloc Secret of S tate
AUTHEN TION: 0552267
DATE: 06 -28 -13
0061
Pursuant to the provisions of Section 17 -211 of the Delaware Revised Uniform Limited
Partnership Act (the "Act the undersigned limited partnership submits the following Certificate of
Merger for the purpose of effecting a merger under the Act.
follows:
Black Stone Natural Resources 111, L.P. Limited Partnership Delaware
Black Stone Minerals Company, L.P. Limited Partnership Delaware
2. An Agreement and Plan of Merger (the "Merger Agreement has been approved,
adopted, certified, executed and acknowledged by each of the constituent entities in accordance with
the Act.
L.P."
4. The Certificate of Limited Partnership of Black Stone Minerals Company, L.P.
existing prior to the merger shall be the Certificate of Limited Partnership of the surviving limited
partnership, with no amendment thereto as a result of the merger.
5. The executed Merger Agreement is on file at the principal place of business and
office of the surviving limited partnership, located at 1001 Fannin, Suite 2020, Houston, Texas
77002.
6. A copy of the Merger Agreement will be furnished by the surviving limited
partnership, on request and without cost, to any partner of the constituent limited partnerships.
52768699.1
CERTIFICATE OF MERGER
OF
BLACK STONE NATURAL RESOURCES 111, L.P.
WITH AND INTO
BLACK STONE MINERALS COMPANY, L.P.
1. The name and jurisdiction of formation of each of the constituent entities are as
Jurisdiction of
Name Type of Entity Formation
3. The name of the surviving limited partnership is "Black Stone Minerals Company.
[THE REMAINDER OF THIS PAGE 1S INTENTIONALLY LEFT BLANK.]
0062
State of Delaware
Secretary of State
Division of Corporations
Delivered 03:46 PM 06/28/2013
FILED 03:34 PM 06/28/2013
SRV 130831390 2933632 FILE
IN WITNESS WHEREOF, the undersigned, being the surviving limited partnership. has
executed this Certificate or Merger as of A-Kt .21 2013.
52768699.1
BLACK STONE MINERALS COMPANY, L.P.
By: Black Stone Natural Resources. LL.C.
General Partner
0063
B v
nala A. Vanderhider
President and Chief Operating Officer
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:
"BLACK STONE NATURAL RESOURCES III -B, L.P. A DELAWARE
LIMITED PARTNERSHIP,
"BSNR III GP, L L. C_ A DELAWARE LIMITED LIABILITY COMPANY,
WITH AND INTO "BLACK STONE MINERALS COMPANY, L.P." UNDER THE
NAME OF "BLACK STONE MINERALS COMPANY, L.P. A LIMITED
PARTNERSHIP ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE
TWENTY SEVENTH DAY OF JUNE, A.D. 2013, AT 1:55 O'CLOCK P_M.
2933632 8100M
130824693
You may verify this certificate online
at corp.delaware.gov /authver.shtml
D11 u
!De[aware
die First State
AUTHEN
PAGE 1
Jeffrey W. Bullock, Secretary of State
TION: 0547879
DATE: 06 -27 -13
0064
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:12 PM 06/27/2013
FILED 01:55 PM 06/27/2013
SRV 130824693 2933632 FILE
Pursuant to the provisions of Section 17 -211 of the Delaware Revised Uniform Limited
Partnership Act (the "RULPA and 18 -209 of the Delaware Limited Liability Company Act (the
"LLC Act the undersigned limited partnership submits the following Certificate of Merger for the
purpose of effecting a merger under the Act.
follows:
CERTIFICATE OF MERGER
OF
BLACK STONE NATURAL RESOURCES 1I1 -B, L.P.
AND
BSNR 111 GP, L.L.C.
WITH AND INTO
BLACK STONE MINERALS COMPANY, L.P.
Black Stone Natural Resources III-B, L.P. Limited Partnership Delaware
0065
1. The name and jurisdiction of formation of each of the constituent entities are as
Name Jurisdiction of
Type of Entity Formation
BSNR III GP, L.L.C. Limited Liability Company Delaware
Black Stone Minerals Company, L.P. Limited Partnership Delaware
2. An Agreement and Plan of Merger (the "Merger Agreement has been approved,
adopted, certified, executed and acknowledged by each of the constituent entities in accordance with
the RULPA and LLC Act.
3. The name of the surviving limited partnership is "Black Stone Minerals Company,
L.P."
4. The Certificate of Limited Partnership of Black Stone Minerals Company, L.P.
existing prior to the merger shall be the Certificate of Limited Partnership of the surviving limited
partnership, with no amendment thereto as a result of the merger.
5. The executed Merger Agreement is on file at the principal place of business and
office of the surviving limited partnership, located at 1001 Fannin, Suite 2020, Houston, Texas
77002.
6. A copy of the Merger Agreement will be furnished by the surviving limited
partnership, on request and without cost, to any partner of the constituent limited partnerships or any
member of the constituent limited liability company.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
52873092.1
0066
IN WITNESS WHEREOF. the undersigned, being the surviving limited partnership, has
executed this Certificate of Merger as of w,,e 027 2013.
52873092.1
BLACK STONE MINERALS COMPANY, L.P.
By: Black Stone Natural Resources. L.L.C.
General Partner
By: /(4/
R. Marc Carroll,
Senior Vice President
and Chief Financial Officer
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:
"HATFIELD ROYALTY, L.P. A DELAWARE LIMITED PARTNERSHIP,
WITH AND INTO "BLACK STONE MINERALS COMPANY, L.P." UNDER THE
NAME OF "BLACK STONE MINERALS COMPANY, L.P. A LIMITED
PARTNERSHIP ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE
TWENTY- FOURTH DAY OF JUNE, A.D. 2013, 'AT 9:30 O'CLOCK P.M.
2933632 8100M
130810723
You may verify this certificate online
at corp.delaware.gov /authver.shtml
EXHORT E
Delaware
The First State
PAGE 1
Jeffrey W. Bullock, Secretary of State
AUTHEN C TION: 0538570
DATE: 06-25-13
0067
Pursuant to the provisions of Section 17 -211 of the Delaware Revised Uniform Limited
Partnership Act (the the undersigned limited partnership submits the following Certificate of
Merger for the purpose of effecting a merger under the Act.
1. The name and jurisdiction of formation of each of the constituent entities are as
follows:
Hatfield Royalty, L.P. Limited Partnership Delaware
Black Stone Minerals Company, L.P. Limited Partnership Delaware
2. An Agreement and Plan of Merger (the "Merger Agreement") has been approved,
adopted, certified, executed and acknowledged by each of the constituent entities in accordance with
the Act.
L.P."
CERTIFICATE OF MERGER
OF
HATFIELD ROYALTY, L.P.
WITH AND INTO
BLACK STONE MINERALS COMPANY, L.P.
State of Delaware
Secretary of State
Division of Corporations
Delivered 09:30 PM 06/24/2013
FILED 09:30 PM 06/24/2013
SRV 130810723 2933632 FILE
Jurisdiction of
Name Type of Entity Formation
3. The name of' the surviving limited partnership is "Black Stone Minerals Company,
4. The Certificate of Limited Partnership of Black. Stone Minerals Company, L.P.
existing prior to the merger shall be the Certificate of Limited Partnership of the surviving limited
partnership, with no amendment thereto as a result of the merger.
5. The executed Merger Agreement is on file at the principal place of business and
office of the surviving limited partnership, located at 1001 Fannin, Suite 2020, Houston, Texas
77002.
6. A copy of the Merger Agreement will be furnished by the surviving limited
partnership, on request and without cost, to any partner of the constituent limited partnerships or any
member of the constituent limited liability company.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
52768712.1
M WITNESS WHEREOF, the undersigned, being the surviving limited partnership, has
executed this Certificate of Merger as of A.4 2013.
52768712.1
BLACK STONE MINERALS COMPANY, L.P.
By: Black Stone Natural Resources, L.L.C.
General Partner
By:
R.Marc Carroll
Senior Vice President and Chief
Financial Officer
0069
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:
"BSNR III WORKING INTERESTS GP, L.L.C. A DELAWARE LIMITED
LIABILITY COMPANY,
"RIVERBEND PRODUCTION, L.P. A TEXAS LIMITED PARTNERSHIP,
WITH AND INTO "BLACK STONE ENERGY COMPANY, L.L.C." UNDER THE
NAME OF "BLACK STONE ENERGY COMPANY, L.L.C. A LIMITED
LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE
STATE OF TEXAS, AS RECEIVED AND FILED IN THIS OFFICE THE
TWENTY SEVENTH DAY OF JUNE, A.D. 2013, AT 2:09 O'CLOCK P.M.
5358468 8100M
130824807
You may verify this certificate online
at corp.delaware.gov /authver.shtml
F
Delaware
The First State
AUTHEN
PAGE 1
Jeffrey W. Bullock, Secretary of State
TION: 0547900
DATE: 06 -27 -13
0070
CERTIFICATE OF MERGER
(DELAWARE)
OF
RIVERBEND PRODUCTION, L.P.
AND
BSNR HI WORKING INTERESTS GP, L.L.C.
WITH AND INTO
BLACK STONE ENERGY COMPANY, L.L.C.
Pursuant to the provisions of Section 18 -209 of the Delaware Limited Liability Company Act
(the "DE LLC Act and Section 10.151 of the Texas Business Organization Code (the "TBOC the
undersigned limited liability company submits the following Certificate of Merger for the purpose of
effecting a merger among Riverbend Production, L.P., a Texas limited
Partnershi BSNR III Workin Interests GP, L.L.C. a Delaware limited liability company (the
Working L.L.C., m
tY P Y
"LLC and Black Stone Energy Company, L.L.C., a Texas limited liability company (the
"Surviving Limited Liability Company under the DE LLC Act and the TBOC.
1. The name, organizational form and jurisdiction of organization of each of the
merging entities are as follows:
52872678.1
Name
Type of Entity
Riverbend Production, L.P.
BSNR I1I Working Interests GP, L.L.C.
Black Stone Energy Company, L.L.C.
2. An Agreement and Plan of Merger (the "Merger Agreement has been approved,
adopted, certified, executed and acknowledged by each of the merging entities in accordance with the
DE LLC Act and the TBOC.
Limited Partnership
Limited Liability Company
Limited Liability Company
0071
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:12 Pk 06/27/2013
FILED 02:09 PM 06/27/2013
SRV 130824807 4473510. FILE
Jurisdiction of
Formation
Texas
Delaware
Texas
3. The name of the Surviving Limited Liability Company is "Black Stone Energy
Company, L.L.C."
4. The Certificate of Formation of Black Stone Energy Company, L.L.C. existing prior
to the merger shall be the Certificate of Formation of the Surviving Limited Liability Company, with
no amendment thereto as a result of the merger.
5. The executed Merger Agreement is on file at the principal place of business and
office of the Surviving Limited Liability Company, located at 1001 Fannin, Suite 2020, Houston,
Texas 77002.
6. A copy of the Merger Agreement will be furnished by the Surviving Limited Liability
Company, on request and without cost, to any partner of the Partnership, any member of the LLC or
any member of the Surviving Limited Liability Company.
7. The Surviving Limited Liability Company agrees that it may be served with
process in the State of Delaware in any action, suit or proceeding for the enforcement of any
52872678.1
0072
obligation of the Partnership or the LLC, The mailing address where the Secretary of State may
accept service of process is 1001 Fannin, Suite 2020, Houston, Texas 77002.
[THE REMAINDER Of THIS PAGE 1S INTENTIONALLY LEFT BLANK.]
0 p"1 �l
V d 3
IN WITNESS WHEREOF. the undcrsiened. being the surviving limited liability company,
has executed this Certificate of Merger as of wy.e a7 2013.
52872678.1
BLACK STONE ENERGY COMPANY, L.L.C.
By: -t
R. Marc Carroll.
Senior Vice .President and Chief
Financial Officer
Corporations Section
P.O.Box 13697
Austin, Texas 78711 -3697
Dated: 06/28/2013
Effective: 06/28/2013
Phone: (512) 463 -5555
Prepared by: Lisa Jones
EXHIBIT G
Office of the Secretary of State
CERTIFICATE OF MERGER
The undersigned, as Secretary of State of Texas, hereby certifies that a filing instrument merging
BSNR III, INC.
Foreign For Profit Corporation
Delaware, USA
[Entity not of Record, Filing Number Not Available]
Into
BLACK STONE ENERGY COMPANY, L.L.C.
Domestic Limited Liability Company (LLC)
[File Number: 800120172]
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.
John Steen
Secretary of State
John Steen
Secretary of State
Cone visit us on the internet at htrp.• /www.sos.state.tr.us/
Fax: (512) 463 -5709 Dial: 7- I -1 for Relay Services
TID: 10343 Document: 487917950002
0074
CERTIFICATE OF MERGER
(TEXAS)
OF
BSNR 1II, INC.
WITH AND INTO
BLACK STONE ENERGY COMPANY, L.L.C.
Pursuant to the provisions of Section 264 of the Delaware General Corporation Law (the
"DGCL and Section 10.151 of the Texas Business Organization Code (the "TBOC the
undersigned limited liability company submits the following Certificate of Merger for the purpose of
effecting the merger (the "Merger of BSNR III, Inc., a Delaware corporation (the "Corporation
with and into Black Stone Energy Company, L.L.C., a Texas limited liability company (the
"Surviving Limited Liability Company") under the DGCL and the TBOC.
1. The name and jurisdiction of formation of each of the merging entities are as follows:
Jurisdiction of
Name Type of Entity Formation
BSNR I1I, Inc. Corporation Delaware
Black Stone Energy Company, L.L.C. Limited Liability Company Texas
2. An Agreement and Plan of Merger (the "Merger Agreement has been approved,
adopted, certified, executed and acknowledged by each of the Corporation and the Surviving Limited
Liability Company in accordance with each entity's governing documents, Section 264 of the DGCL
and the TBOC.
3. The Surviving Limited Liability Company will survive the Merger, and the separate
existence of the Corporation will cease when the Merger takes effect.
4. No amendments to the certificate of formation of the Surviving Limited Liability
Company are desired to be effected by the Merger.
5. The executed Merger Agreement is on file at the principal place of business and
office of the Surviving Limited Liability Company, located at 1001 Fannin, Suite 2020, Houston,
Texas 77002.
6. A copy of the Merger Agreement will be fumished by the Surviving Limited Liability
Company, on request and without cost, to any stockholder of the Corporation.
7. Upon the Merger taking effect, the Surviving Limited Company will be responsible
for the payment of all fees and franchise taxes of the Corporation as required by law, and the
Surviving Limited Liability Company will be obligated to pay such fees and franchise taxes if the
same are not timely paid.
527687383
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
00'75
FILED
In the Office of the
Secretary of State of Texas
JUN 28 2013
Corporations Section
IN WITNESS WHEREOF, the undersigned, being the surviving limited liability company,
has executed this Certificate of Merger as of 1u4,.c_ ,'L7 2013.
527687383
BLACK STONE ENERGY COMPANY, L.L.C.
By:
BSNR 111.
By:
R. Marc Carroll,
Senior Vice President and Chief
Financial Officer
/1(
R. Marc Carroll,
Senior Vice President and Chief
Financial Officer
0076
Corporations Section
P.O.Box 13697
Austin, Texas 78711 -3697
EXHIBTT H
Office of the Secretary of State
CERTIFICATE OF MERGER
John Steen
Secretary of State
The undersigned, as Secretary of State of Texas, hereby certifies that a filing instrument merging
BSAPII, Inc.
Domestic For Profit Corporation
[File Number: 800319518]
Into
BLACK STONE ENERGY COMPANY, L.L.C.
Domestic Limited Liability Company (LLC)
[File Number: 800120172]
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: 08/07/2013
Effective: 08/07/2013
Phone: (512) 463 -5555
Prepared by: Lisa Jones
John Steen
Secretary of State
Conte visit us on the internet at http /www.sos.state.ix.us/
Fax: (512) 463 -5709 Dial: 7 -1 -1 for Relay Services
TID: 10343 Document: 493732030002
0077
CERTIFICATE OF MERGER
(TEXAS)
OF
BSAPII, INC.
WITH AND INTO
BLACK STONE ENERGY COMPANY, L.L.C.
FILED
Sec of State of Texas
AUG 0.7 2013
Corporations Section
Pursuant to Section 10.151 of the Texas Business Organization Code (the "TBOC the
undersigned limited liability company submits the following Certificate of Merger for the purpose of
effecting the merger (the "Merger of BSAPII, Inc., a Texas corporation (the "Corporation with
and into Black Stone Energy Company, L.L.C., a Texas limited liability company (the "Surviving
Limited Liability Company under the TBOC.
1. The name and jurisdiction of formation of each of the merging entities are as follows:
Jurisdiction of
Name Type of Entity Formation
BSAPII, Inc. Corporation Texas
Black Stone Energy Company, L.L.C. Limited Liability Company Texas
2. An Agreement and Plan of Merger (the "Merger Agreement has been approved,
adopted, certified, executed and acknowledged by each of the Corporation and the Surviving Limited
Liability Company in accordance with each entity's governing documents and the TBOC.
3. The Surviving Limited Liability Company will survive the Merger, and the separate
existence of the Corporation will cease when the Merger takes effect.
4. No amendments to the certificate of formation of the Surviving Limited Liability
Company are desired to be effected by the Merger.
5. The executed Merger Agreement is on file at the principal place of business and
office of the Surviving Limited Liability Company, located at 1001 Fannin, Suite 2020, Houston,
Texas 77002.
6. A copy of the Merger Agreement will be furnished by the Surviving Limited Liability
Company, on request and without cost, to any shareholder of the Corporation.
7. Upon the Merger taking effect, the Surviving Limited Company will be responsible
for the payment of all fees and franchise taxes of the Corporation as required by law, and the
Surviving Limited Liability Company will be obligated to pay such fees and franchise taxes if the
same are not timely paid.
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v078
The undersigned signs this document subject to the penalties imposed by law for the
submission of a materially false or fraudulent instrument. The undersigned certifies that the
statements contained herein are true and correct, and that the person signing is authorized under the
provisions of the Business Organizations Code, or other law applicable to and governing the merging
entity, to execute the filing instrument.
Date: i,,,.,1 3i, 7-c3 I3
52934042.1
0079
BLACK STONE ENERGY COMPANY, L.L.C.
R. M
By:
BSAPII, INC.
Carro
Senior Vice President and Chief
Financial Officer
By: /(1/(
R. Marc arroll,
Senior Vice President and Chief
Financial Officer