Attached files
file | filename |
---|---|
EX-23.2 - EX-23.2 - Rosehill Resources Inc. | d518143dex232.htm |
EX-23.1 - EX-23.1 - Rosehill Resources Inc. | d518143dex231.htm |
EX-5.1 - EX-5.1 - Rosehill Resources Inc. | d518143dex51.htm |
S-1/A - S-1/A - Rosehill Resources Inc. | d518143ds1a.htm |
Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ROSEHILL RESOURCES INC.
April 16, 2018
Rosehill Resources Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), DOES HEREBY CERTIFY AS FOLLOWS:
1. The present name of the Corporation is Rosehill Resources Inc. The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on September 21, 2015 (the Original Certificate). The first amendment to the Original Certificate was filed with the Secretary of State of the State of Delaware on November 19, 2015. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 10, 2016. The Second Amended and Restated Certificate of Incorporation was filed with the Secretary of the State of Delaware on April 27, 2017 (the Second Amended and Restated Certificate).
2. This first amendment to the Second Amended and Restated Certificate (the First Amendment) was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
3. This First Amendment amends certain provisions of the Second Amended and Restated Certificate. Certain capitalized terms used in this Second Amended and Restated Certificate are defined where appropriate herein.
4. This First Amendment shall become effective upon filing.
5. The text of Section 4.1 of ARTICLE IV of the Second Amended and Restated Certificate is hereby amended and restated in its entirety to read as follows:
Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 281,000,000 shares, consisting of 280,000,000 shares of common stock, par value $0.0001 per share (the Common Stock), including 250,000,000 shares of Class A Common Stock (the Class A Common Stock) and 30,000,000 shares of Class B Common Stock (the Class B Common Stock) and 1,000,000 shares of preferred stock, par value $0.0001 per share (the Preferred Stock).
[Signature page follows.]
1
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its name and on its behalf by an authorized officer as of the date first set forth above.
ROSEHILL RESOURCES INC. | ||
By: | /s/ J.A. (Alan) Townsend | |
Name: | J.A. (Alan) Townsend | |
Title: | Chief Executive Officer |
SIGNATURE PAGE TO
CERTIFICATE OF AMENDMENT OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF ROSEHILL RESOURCES INC.