CERTIFICATE OF INCORPORATION
PARALLEL PETROLEUM CORPORATION
"FIRST: The name of the corporation is PARALLEL PETROLEUM CORPORATION.
SECOND: The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City
of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust
THIRD: The nature of the business of the Corporation and the objects and purposes and business thereof
proposed to be transacted, promoted or carried on are as follows:
1. To transact any and all lawful business for which a corporation may be incorporated under the laws of the
State of Delaware.
2. To do everything necessary, proper, advisable or convenient for the accomplishment of the purposes
hereinabove set forth and to do all things incidental thereto or connected therewith which are not prohibited by
the laws of the State of Delaware, by other laws or by these Articles.
It is the intention that the purposes, objects and powers specified by the foregoing clauses shall not, by reference
to or inference from the terms of any other clause in this Certificate of Incorporation, but each purpose, object or
power stated in the foregoing clauses shall be regarded as an independent purpose, object or power.
FOURTH: The total number of shares of all classes that the Corporation shall have authority to issue is
140,000,000 of which 40,000,000 shall be Preferred Shares, par value $.10 per share, and 100,000,000 shall
be Common Shares, $.01 par value per share.
The designations, preferences, limitations and relative rights of the shares of class that the Corporation shall have
authority to issue are as follows:
1. Preferred Shares. The Corporation may divide and issue the Preferred Shares in series. Preferred Shares of
each series when issued shall be designated to distinguish them from the shares of all other series. The Board of
Directors is hereby expressly vested with authority to divide the class of Preferred Shares into s