WARREN RESOURCES, INC.
SECTION 1. REGISTERED OFFICE AND AGENT
The registered office of the Corporation shall be in the City and County of Baltimore, State of Maryland or
such other city and county as the Board of Directors (the “Board”) shall determine. The name and address of the
Corporation’s registered agent is National Registered Agents, Inc. of MD, 11 East Chase Street, Baltimore,
SECTION 2. OTHER OFFICES
The Corporation may have offices at such other places both within and without the State of Maryland as the
Board may from time to time determine or the business of the Corporation may require.
SECTION 1. ANNUAL MEETINGS
A meeting of the stockholders for the purpose of electing directors and for the transaction of such other
business as may properly be brought before the meeting shall be held annually at 10:00 a.m., on the third
Thursday of April, or at such other time and/or such other date as shall be fixed by resolution of the Board. If the
day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding
SECTION 2. SPECIAL MEETINGS
Unless the Articles of Incorporation provide otherwise, special meetings of the stockholders for any purpose
or purposes, unless otherwise prescribed by statute, may be called only by a majority of the Board, the Chairman
of the Board, the Chief Executive Officer, the President or the Vice Chairman of the Board. Special meetings of
the stockholders shall be called by the Secretary at the request of stockholders only on the written request of
stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting. Such written
request shall state the purpose or purposes of the meeting and the matters proposed to be acted
upon at the meeting and shall be delivered to the principal office of the Corporation addressed to the Secretary.