Exhibit 3.25
| State of Delaware | ||
| Secretary of State | ||
| Division of Corporations | ||
| Delivered 12:14 PM 02/07/2020 | ||
| FILED 12:14 PM 02/07/2020 | ||
| SR 20200903380 - File Number 7787770 | CERTIFICATE OF FORMATION |
| OF |
| TALOS EXPLORATION LLC |
This Certificate of Formation of Talos Exploration LLC (the “Company”), dated February 7, 2020, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act.
1. Name. The name of the Company is Talos Exploration LLC.
2. Registered Office; Registered Agent. The address of the registered office required to be maintained by Section 18-104 of the Act is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
The name and the address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be duly executed as of the date first written above.
| By: | /s/ William S. Moss III | |
| Name: William S. Moss III Title: Authorized Person | ||
| State of Delaware | ||
Secretary of State Division of Corporations Delivered 01:20 PM 02/28/2020 FILED 01:20 PM 02/28/2020 | STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC LIMITED LIABILITY COMPANIES | |
| SR 20201718433 - File Number 7787770 | ||
| February 28, 2020 |
Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”), the undersigned limited liability company executed the following Certificate of Merger:
1. The name of the surviving limited liability company is "Talos Exploration LLC" (the “Surviving Company”), a limited liability company organized and existing under the DLLCA. The names of the limited liability companies being merged into the Surviving Company, each a limited liability company organized and existing under the DLLCA, are as follows:
| Name | Name (continued) |
| ILXI Sales & Transport, LLC | ILX Prospect Jaws, LLC |
| ILXII Sales & Transport, LLC | ILX Prospect Longclaw, LLC |
| ILX Prospect Alfalfa South, LLC | ILX Prospect Marmalard, LLC |
| ILX Prospect Allyrion, LLC | ILX Prospect Maurepas, LLC |
| ILX Prospect Aqua Velva Man, LLC | ILX Prospect MC 79, LLC |
| ILX Prospect Barataria, LLC | ILX Prospect Moccasin, LLC |
| ILX Prospect BCG, LLC | ILX Prospect Niedermeyer, LLC |
| ILX Prospect Beta, LLC | ILX Prospect Odd Job, LLC |
| ILX Prospect Blutarsky, LLC | ILX Prospect Ourse, LLC |
| ILX Prospect Caddis, LLC | ILX Prospect Ponchatoula, LLC |
| ILX Prospect Cayenne, LLC | ILX Prospect Rockefeller, LLC |
| ILX Prospect Claiborne, LLC | ILX Prospect Serpent, LLC |
| ILX Prospect Coq au Vin, LLC | ILX Prospect South Santa Cruz, LLC |
| ILX Prospect Cornius, LLC | ILX Prospect Tchoupitoulas, LLC |
| ILX Prospect Crown & Anchor, LLC | ILX Prospect Telluride, LLC |
| ILX Prospect Dantzler, LLC | ILX Prospect Zephyrus, LLC |
| ILX Prospect Diller, LLC | ILX Prospective Leases, LLC |
| ILX Prospect Doberge, LLC | ILX Prospective Leases II, LLC |
| ILX Prospect Hammer, LLC |
2. The Agreement and Plan of Merger between the constituent limited liability companies (the “Agreement of Merger”) has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies.
3. The name of the Surviving Company is “Talos Exploration LLC”.
4. The merger is to become effective upon the filing of this Certificate of Merger in the office of the Secretary of State of the State of Delaware.
5. The executed Agreement of Merger is on file at 333 Clay Street, Suite 3300, Houston, Texas 77002, a place of business of the Surviving Company.
6. A copy of the Agreement of Merger will be furnished by the Surviving Company on request, without cost, to any member of the constituent limited liability companies.
(Signature Page Follows)
IN WITNESS WHEREOF, the Surviving Company has caused this Certificate of Merger to be signed by an authorized person as of the date first written above.
TALOS EXPLORATION LLC | ||
| By: | /s/ William S. Moss III | |
Name: Title: | William S. Moss III Executive Vice President, General Counsel and Secretary | |
Signature Page to Certificate of Merger
