Attached files

file filename
8-K - FORM 8K CURRENT REPORT - RADIANT OIL & GAS INCradient8k081010.htm
EX-2 - EX-2.1 EXCHANGE AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex21.htm
EX-2 - EX-2.2 AMENDMENT NO. 1 TO REORGANIZATION AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex22.htm
EX-4 - EX-4.3 FORM OF WARRANT - RADIANT OIL & GAS INCradient8k081010ex43.htm
EX-4 - EX-4.2 FORM OF DEBENTURE - RADIANT OIL & GAS INCradient8k081010ex42.htm
EX-3 - EX-3.2 AMENDED AND RESTATED BYLAWS - RADIANT OIL & GAS INCradient8k081010ex32.htm
EX-10 - EX-10.2 AMENDED AND RESTATED SECURED CREDIT AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex102.htm
EX-99 - EX-99.1 AUDITED FINANCIAL STATEMENTS - RADIANT OIL & GAS INCradient8k081010ex991.htm
EX-22 - EX-22.1 LIST OF SUBSIDIARIES - RADIANT OIL & GAS INCradient8k081010ex221.htm
EX-10 - EX-10.8 OMNIBUS RAMPANT LION AMENDMENT - RADIANT OIL & GAS INCradient8k081010ex108.htm
EX-10 - EX-10.7 OMNIBUS AMBER AMENDMENT - RADIANT OIL & GAS INCradient8k081010ex107.htm
EX-10 - EX-10.4 AMENDED AND RESTATED SENIOR FIRST LIEN SECURED CREDIT AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex104.htm
EX-10 - EX-10.1 RADIANT OIL & GAS, INC. 2010 STOCK OPTION PLAN - RADIANT OIL & GAS INCradient8k081010ex101.htm
EX-99 - EX-99.2 AUDITED PRO FORMA FINANCIAL STATEMENTS - RADIANT OIL & GAS INCradient8k081010ex992.htm
EX-10 - EX-10.6 LIMITED GUARANTY OF RADIANT FOR BENEFIT OF MACQUARIE BANK LIMITED - RADIANT OIL & GAS INCradient8k081010ex106.htm
EX-10 - EX-10.9 DIRECTORS AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex109.htm
EX-10 - EX-10.5 FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR FIRST LIEN SECURED CREDIT AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex105.htm
EX-10 - EX-10.10 JOHN JURASIN NOTE - RADIANT OIL & GAS INCradient8k081010ex1010.htm
EX-10 - EX-10.11 FORM OF STOCK OPTION AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex1011.htm
EX-10 - EX-10.14 EMPLOYMENT AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex1014.htm
EX-10 - EX-10.15 EMPLOYMENT AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex1015.htm
EX-10 - EX-10.17 INDEMNIFICATION AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex1017.htm
EX-10 - EX-10.18 INDEMNIFICATION AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex1018.htm
EX-10 - EX-10.13 EMPLOYMENT AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex1013.htm
EX-10 - EX-10.16 EMPLOYMENT AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex1016.htm
EX-10 - EX-10.12 EMPLOYMENT AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex1012.htm
EX-10 - EX-10.3 FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT - RADIANT OIL & GAS INCradient8k081010ex103.htm

Exhibit 3.1



ARTICLES OF INCORPORATION


OF


RADIANT OIL & GAS, INC.


The undersigned natural person, acting as incorporator of the corporation under the Nevada Revised Statutes, adopts the following Articles of Incorporation for such corporation.


ARTICLE I


Name.  The name of the corporation is “Radiant Oil & Gas, Inc.” (hereinafter, the “Corporation”).


ARTICLE II


Period of Duration.  The period of duration of the Corporation is perpetual.


ARTICLE III


Purposes and Powers.  The purpose for which the Corporation is organized is to engage in any and all lawful business.


ARTICLE IV


Common Capitalization.  The Corporation shall have the authority to issue 100,000,000 shares of common voting stock having a par value of $0.01 per share.  All common voting stock of the Corporation shall be of the same class and shall have the same rights and preferences.  Fully paid stock of the Corporation shall not be liable for further call or assessment.  The authorized shares shall be issued at the discretion of the Board of Directors of the Corporation.  Simultaneous with the effective date of the filing of these Articles of Incorporation (the "Effective Date"), each share of common stock of the Corporation issued and outstanding and all shares held as treasury shares immediately prior to the Effective Date shall be automatically reclassified and continue without action on the part of the holder thereof, as 1 for 5 reverse split of the Company’s shares of common stock.  The par value of the common stock shall not change as a result of the reverse split.  The Corporation shall not issue fractional shares on account of such reverse split. Holders of the issued common stock who would otherwise be entitled to a fraction of a share on account of the reverse split shall have such fractional share rounded up to the nearest whole share.


Preferred Capitalization.  The Corporation shall also have authority to issue 5,000,000 shares of preferred stock having a par value of $0.01 per share.  The Board of Directors shall, by resolution and amendment to these Articles of Incorporation and without further approval of the stockholders of the Corporation, prescribe the classes, series and the number of each class or series of such preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each such class or series.


ARTICLE V


Directors.  The Corporation shall be governed by a Board of Directors consisting of no less than one (1) director nor more than ten (10) directors, as determined by the Board of Directors.  The number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation, provided that the number of the directors shall not be reduced to less than one (1).


The names and post office addresses of the first Board of Directors, which shall be one (1) in number is as follows:


NAME

 

ADDRESS

Brian Rodriguez

 

2202 Bluebonnet Drive

 

 

Richardson, Texas 75082


ARTICLE VI


Incorporator.  The name and post office address of the incorporator signing these Articles of Incorporation is set forth below:


NAME

 

ADDRESS

Brian Rodriguez

 

2202 Bluebonnet Drive

 

 

Richardson, Texas 75082




ARTICLE VII


Control Share Acquisitions.  The provisions of NRS 78.378 to 78.3793, inclusive, are not applicable to the Corporation.


ARTICLE VIII


Registered Agent/Office.  The registered agent is Nevada Agency and Trust Company, whose business address is 50 West Liberty Street, Suite 880, Reno, Nevada 89501.


ARTICLE IX


Written Consent to Action by Shareholders.  Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by shareholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.


ARTICLE X


Indemnification of Directors and Executive Officers.  To the fullest extent allowed by law, the directors and executive officers of the Corporation shall be entitled to indemnification from the Corporation for acts and omissions taking place in connection with their activities in such capacities.




Brian Rodriguez                  

Brian Rodriguez, President



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