APPROACH RESOURCES INC.
Section 1. Name . The name of the corporation is Approach Resources Inc. (hereinafter called the “
Section 2. Registered Office . The registered office of the Corporation required by the state of incorporation
of the Corporation to be maintained in the state of incorporation of the Corporation shall be the registered office
named in the certificate of incorporation of the Corporation, or such other office as may be designated from time
to time by the Board of Directors in the manner provided by law.
Section 3. Other Offices . The Corporation shall also have such offices, and keep the books and records of
the Corporation as may be required by law, and at such other place or places as the Board of Directors may
from time to time determine or the business of the Corporation require.
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings . The annual meetings of stockholders for the election of directors and for the
transaction of such other business as may properly come before the meeting shall be held during each calendar
year on a date and at such hour as may be fixed by the Board of Directors, beginning in 2008, at such place as
designated by the Board of Directors in the notice of such meeting.
Section 2. Special Meetings . Special meetings of the stockholders for any purpose or purposes may be
called by a majority of the entire Board of Directors, the Chairman of the Board of Directors or the Chief
Executive Officer. Only such business as is specified in the notice of any special meeting of the stockholders shall
come before such meeting.
Section 3. Notice of Meetings . Except as otherwise provided by law, written notice of each meeting of the
stockholders, whether annual or special, shall be given, either by personal delivery or by mail, not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each stockholder of