Exhibit 3.4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GULFPORT ENERGY CORPORATION
Gulfport Energy Corporation (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware ("DGCL"), DOES HEREBY CERTIFY:
FIRST: That the Certificate of Incorporation is hereby amended as follows:
(a) the first paragraph of Article Four is hereby deleted in its
entirety and replaced with the following: "Article Four: The Corporation is
hereby authorized to issue a total of two hundred fifty one million
(251,000,000) shares of capital stock which shall be subdivided into
classes as follows."
(b) the first sentence of subparagraph (a) of Article 4 is hereby
deleted in its entirety and replaced with the following: "Two hundred fifty
million (250,000,000) shares of the Corporation's capital stock shall be
denominated as Common Stock, have a par value of $0.01 per share, and have
the rights, powers and preferences set forth in this paragraph."
SECOND: That the said amendment has been consented to and authorized by the
Board of Directors of the Company by written consent given in accordance with
the provisions of Section 141 of the Delaware General Corporation Law.
THIRD: That the said amendment has been consented to and authorized by the
holders of a majority of the issued and outstanding shares of stock entitled to
vote thereon by written consent given in accordance with the provisions of
Section 228 of the Delaware General Corporation Law.
FOURTH: That the said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
FIFTH: That this Certificate of Amendment of the Certificate of
Incorporation of the Corporation shall be effective upon filing with the
Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Mark Liddell, President of the Corporation, the 10th day of October,
1998.
GULFPORT ENERGY CORPORATION
By:/s/ Mark Liddell
Name:
Title:
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