AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                GMX RESOURCES INC.

 

         The undersigned officers of GMX RESOURCES INC., a corporation organized

and existing under and by virtue of the laws of the State of Oklahoma (the

"Corporation") do hereby certify as follows:

 

         1. The original Certificate of Incorporation of the Corporation was

filed with the Oklahoma Secretary of State on January 23, 1998, under the

provisions of the Oklahoma General Corporation Act.

 

         2. This Amended and Restated Certificate of Incorporation ("Certificate

of Incorporation") has been duly adopted in accordance with the provisions of

Section 1077 and 1080 of the Oklahoma General Corporation Act by the affirmative

vote of the shareholders of the Corporation to increase its authorized capital.

 

         3. The text of the original Certificate of Incorporation of GMX

RESOURCES INC is hereby amended and restated in its entirety by the Certificate

of Incorporation to provide as follows:

 

         FIRST.  The name of the Corporation is GMX RESOURCES INC.

 

         SECOND. The address of its registered office in the State of Oklahoma

is 1800 Mid-America Tower, 20 North Broadway in the City of Oklahoma City,

Oklahoma County, Oklahoma 73102. The name of its registered agent at such

address is Crowe & Dunlevy, A Professional Corporation.

 

         THIRD. The purpose of the Corporation is to engage in any lawful act or

activity for which corporations may be organized under the Oklahoma General

Corporation Act.

 

         FOURTH. The total number of shares of capital stock which the

Corporation shall have authority to issue is sixty million (60,000,000) shares,

divided into fifty million (50,000,000) shares of Common Stock of the par value

of one tenth of one cent ($.001) per share and ten million (10,000,000) shares

of Preferred Stock of the par value of one tenth of one cent ($.001) per share.

 

         The Board of Directors is authorized, subject to limitations prescribed

by law and the provisions of this Article FOURTH, to provide for the issuance of

the shares of Preferred Stock in series, and by filing a certificate pursuant to

the applicable law of the State of Oklahoma, to establish from time to time the

number of shares to be included in each such series, and to fix the designation,

powers, preferences and rights of the shares of each such series and the

qualifications, limitations or restrictions thereof.

 

         The authority of the Board of Directors with respect to each series

shall include, but not be limited to, determination of the following:

 

                                     - 1 -

<PAGE>

 

                  (1) The number of shares constituting that series and the

         distinctive designation of that series;

 

                  (2) The dividend rate on the shares of that series, whether

         dividends shall be cumulative, and, if so, from which date and the

         relative rights of priority, if any, of payment of dividends on shares

         of that series;

 

                  (3) Whether that series shall have voting rights, in addition

         to the voting rights provided by law, and, if so, the terms of such

         voting rights;

 

                  (4) Whether that series shall have conversion privileges, and,

         if so, the terms and conditions of such conversion, including provision

         for adjustment of the conversion rate in such events as the Board of

         Directors shall determine;

 

                  (5) Whether or not the shares of that series will be

         redeemable, and, if so, the terms and conditions of such redemption,

         including the date or dates upon or after which they shall be

         redeemable, and the amount per share payable in the case of redemption,

         which amount may vary under different conditions and at different

         redemption dates;

 

                  (6) Whether that series shall have a sinking fund for the

         redemption or purchase of shares of that series, and, if so, the terms

         and amount of such sinking fund;

 

                  (7) The rights of the shares of that series in the event of

         voluntary or involuntary liquidation, dissolution or winding up of the

         corporation, and the relative rights of priority, if any, of payment of

         shares of that series; and

 

                  (8) Any other relative rights, preferences and limitations of

that series.

 

         FIFTH. The bylaws may be adopted, altered, amended or repealed by the

Board of Directors. Election of the directors need not be by written ballot

unless the bylaws so provide.

 

         SIXTH. (1) To the fullest extent that the Oklahoma General Corporation

Act as it exists on the original date of filing of this Certificate of

Incorporation with the Oklahoma Secretary of State ("Effective Date"), permits

the limitation or elimination of the liability of directors, no director of this

Corporation shall be liable to this Corporation or its shareholders for monetary

damages for breach of fiduciary duty as a director. No amendment to or repeal of

this Article SIXTH shall apply to or have any effect on the liability or alleged

liability of any director of this Corporation for or with respect to any acts or

omissions of such director occurring prior to the time of such amendment or

repeal.

 

                  (2) If the Oklahoma General Corporation Act is amended after

the Effective Date to further limit or eliminate liability of this Corporation's

directors for breach of fiduciary duty, then a director of this Corporation

shall not be liable for any such breach to the fullest extent permitted

 

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<PAGE>

 

by the Oklahoma General Corporation Act as so amended. If the Oklahoma General

Corporation Act is amended after the Effective Date to increase or expand

liability of directors of this Corporation for breach of fiduciary duty, no such

amendment shall apply to or have any effect on the liability or alleged

liability of any director of this Corporation for or with respect to any acts or

omissions of such director occurring prior to the time of such amendment or

otherwise adversely affect any right or protection of a director of this

Corporation existing at the time of such amendment.

 

         SEVENTH. (1) The Corporation shall indemnify, and may advance

litigation expenses to, its officers and directors to the fullest extent

permitted by the Oklahoma General Corporation Act, as the same exists or may

hereafter be amended, and all other laws of the State of Oklahoma.

 

                  (2) The Corporation may indemnify, and may advance litigation

expenses to, employees and agents of the Corporation, and persons serving at the

request of the Corporation as directors, officers employees or agents of another

corporation, partnership, joint venture trust or enterprise, to the fullest

extent permitted by the Oklahoma General Corporation Act, as the same exists or

may hereafter be amended, and all other laws of the State of Oklahoma.

 

                  (3) No amendment to or repeal of this Article SEVENTH shall

apply to or have any effect on the right of a person entitled to indemnification

hereunder to receive such indemnification or on the ability of the Corporation

to provide indemnification to any person to which indemnification is permitted

hereunder for or with respect to any acts or omissions of any such person

occurring prior to the time of such amendment or repeal.

 

                  (4) By action of the Board of Directors, notwithstanding any

interest of the directors in the action, the Corporation may purchase and

maintain insurance, in such amounts as the Board of Directors deems appropriate,

on behalf of any person who is or was a director, officer, employee or agent of

the Corporation, or is or was serving at the request of the Corporation as a

director, officer, employee or agent of another corporation, partnership, joint

venture, trust or other enterprise, against any liability asserted against him

and incurred by him in any such capacity, or arising out of his status as such,

whether or not the Corporation would have the power or would be required to

indemnify him against such liability under the provisions of this Article

SEVENTH or of the Oklahoma General Corporation Act.

 

                  (5) Any right to indemnification conferred in this Article

SEVENTH shall be a contract right and shall not be exclusive of any other right

which any person may have or hereafter acquire under the Corporation's

Certificate of Incorporation, bylaws, or any statute, by law, agreement,

resolution of shareholders or directors or otherwise.

 

         EIGHTH. Except upon the affirmative vote of shareholders holding all

the issued and outstanding shares of Common Stock, no amendment to this

Certificate of Incorporation may be adopted by the Corporation which would

impose personal liability for the debts of the Corporation

 

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<PAGE>

 

on the shareholders of the Corporation or which would amend, alter, repeal or

adopt any provision inconsistent with this Article EIGHTH.

 

         NINTH. Subject to the limitations set forth in this Certificate of

Incorporation, the Corporation reserves the right to amend, alter, change or

repeal any provision contained in this Certificate of Incorporation, in the

manner now or hereafter prescribed by statute, and all rights conferred upon

shareholders herein are granted subject to this reservation.

 

         TENTH. The provisions of Sections 1090.3 and 1145 through 1155 of the

Oklahoma General Corporation Act shall not apply to the Corporation.

 

         IN WITNESS WHEREOF, the undersigned officers have signed this Amended

and Restated Certificate of Incorporation this 30th day of October, 2000.

 

                                      GMX RESOURCES INC.

 

                                      By:      /s/ Ken L. Kenworthy, Jr.

                                            ----------------------------------

                                            Ken L. Kenworthy, Jr., President

 

ATTEST:

 

   /s/ Ken L. Kenworthy, Sr.

-----------------------------------

Ken L. Kenworthy, Sr., Secretary

 

 

AMENDED CERTIFICATE OF INCORPORATION

OF

GMX RESOURCES INC.

The undersigned officers of GMX RESOURCES INC., an Oklahoma corporation (the “Corporation”), hereby file this Amended Certificate of Incorporation to reflect an amendment to the Corporation’s Certificate of Incorporation as set forth below:

FOURTH. The total number of shares of capital stock which the Corporation shall have authority to issue is two hundred sixty million (260,000,000) shares, divided into two hundred fifty million (250,000,000) shares of Common Stock of the par value of one tenth of one cent ($.001) per share and ten million (10,000,000) shares of Preferred Stock of the par value of one tenth of one cent ($.001) per share.

The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Oklahoma, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(1) The number of shares constituting that series and the distinctive designation of that series;

(2) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date and the relative rights of priority, if any, of payment of dividends on shares of that series;

(3) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(4) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(5) Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in the case of redemption, which amount may vary under different conditions and at different redemption rates;

(6) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(7) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(8) Any other relative rights, preferences and limitations of that series.

The undersigned officers certify that the foregoing amendment was adopted in accordance with the procedures set forth in Section 1077 of the Oklahoma General Corporation Act.

IN WITNESS WHEREOF, the undersigned officers have executed this Amended Certificate of Incorporation this 16th day of May, 2012.

GMX RESOURCES INC.

By:

/s/ Ken L. Kenworthy, Jr.

Ken L. Kenworthy, Jr., Chairman of the

Board of Directors and Chief Executive Officer

 

ATTEST:

/s/ James A. Merrill

James A. Merrill, Secretary

 

[End]