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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


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