Exhibit 3.3
CERTIFICATE OF MERGER
of
GEORESOURCES, INC.
(a Colorado corporation)
with and into
LEOPARD SUB II, LLC
(a Delaware limited liability company)
Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned hereby certifies the following:
| 1. | The name, jurisdiction of formation or organization, and entity type of each of the merging entities are as follows: |
Name | Jurisdiction | Entity Type | ||
| GeoResources, Inc. | Colorado | Corporation | ||
| Leopard Sub II, LLC | Delaware | Limited Liability Company |
| 2. | The Agreement of Merger has been approved and executed by each of the merging entities. |
| 3. | The name of the surviving entity is Leopard Sub II, LLC, a Delaware limited liability company (the “Company”). |
| 4. | The Certificate of Formation of the Company shall be amended as follows: |
| 1. | The name of the limited liability company is Halcón Geo Holdings, LLC (the “Company”). |
| 5. | The executed Agreement of Merger is on file at the principal place of business of the Company, which is located at 1000 Louisiana Street, Suite 6700, Houston, Texas 77002. |
| 6. | Upon request, a copy of the Agreement of Merger will be furnished by the Company, without cost, to any member of the Company or to any holder of an interest in GeoResources, Inc., a Colorado corporation. |
| 7. | The merger is to become effective when this Certificate of Merger is filed of record by the Delaware Secretary of State. |
IN WITNESS WHEREOF, the Company has caused this Certificate of Merger to be executed by an authorized person of the Company, this 1st day of August, 2012.
| LEOPARD SUB II, LLC | ||||
| By: | /s/ David S. Elkouri | |||
| ||||
| Name: | David S. Elkouri | |||
| Title: | Executive Vice President and General Counsel | |||
