Exhibit 99.2
CERTIFICATE OF
ELIMINATION
OF
SERIES A CONVERTIBLE PREFERRED
STOCK
OF
MAGNUM HUNTER RESOURCES
CORPORATION
Pursuant to Section
151(g)
of the General Corporation
Law
of the State of Delaware
Magnum Hunter Resources Corporation (formerly
Petro Resources Corporation), a corporation organized and existing
under the laws of the State of Delaware (the “ Company
”), in accordance with the provisions of Section 151(g) of
the General Corporation Law of the State of Delaware (the “
DGCL ”), hereby certifies as follows:
1. That
the Board of Directors of the Company (the “ Board
”), pursuant to Section 151 of the DGCL and the authority
granted in the Company’s Certificate of Incorporation, as
amended (the “ Certificate of Incorporation ”),
by resolution duly adopted, authorized the issuance of a series of
3,000,000 shares of Series A Convertible Preferred Stock, par value
$0.01 per share (the “ Series A Preferred Stock
”), and established the powers, designations, preferences and
relative, partici