EXHIBIT
4.1


 


AMENDED
AND RESTATED


CERTIFICATE
OF INCORPORATION

OF

AMPLIFY ENERGY CORP.


 




Amplify Energy Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows pursuant to Sections 242,
245 and 303 of the DGCL:


 


1. 
The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the
State of Delaware on March 21, 2017.


 


2. 
This Amended and Restated Certificate of Incorporation amends and restates the Certificate of Incorporation of the Corporation
and has been duly adopted pursuant in accordance with §§ 242 and 245 of the DGCL and in accordance with a plan of reorganization
(the “Plan”) of Memorial Production Partners LP, a Delaware limited partnership and predecessor to the Corporation,
approved by order dated April 14, 2017 of the United States Bankruptcy Court for the Southern District of Texas, Houston Division
in In re Memorial Production Partners LP, et al., under Chapter 11 of the United States Bankruptcy Code (11 U.S.C. §101-1330),
as amended, which Plan is becoming effective on May 4, 2017.


 


3. 
The Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:


 


Article
1

Name


 


The
name of the corporation is Amplify Energy Corp. (the “Corporation”).


 


Article
2

Registered Office


 


The
address of the registered office of the Corporation in the State of Delaware is 850 New Burton Road, Suite 201, Dover, Delaware
19904 (Kent County). The name of the registered agent of the Corporation at that address is COGENCY GLOBAL INC.


 


Article
3

Corporate Purpose


 


The
purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General
Corporation Law of the State of


 




     


     

    

Delaware
(the “DGCL”), as the same exists or may hereafter be amended from time to time.


 


Article
4

Capital Stock


 


Section
4.01.  Authorized Capital Stock.
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 345,000,000 shares,
consisting of 300,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and 45,000,000
shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).


 


Section
4.02.  Common Stock. The number
of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding)
by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled
to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote
of the holders of the Common Stock or the Preferred Stock voting separately as a class, shall be required therefor. 


 


The
powers, preferences and rights of, and the qualifications, limitations and restrictions of Common Stock are as follows:


 


(a) 
Except as may otherwise be provided in this Certificate of Incorporation or by applicable law, each share of Common Stock
shall have identical powers, rights and privileges in every respect, and the holders of shares of Common Stock shall be entitled
to one vote for each such share, in person or by proxy, upon all questions presented to the stockholders, including the right
to vote for the election of directors and for all other purposes under applicable law; provided, however, except as otherwise
required by law, holders of shares of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate
of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock) that relates solely
to the terms of one or more outstanding classes or series of Preferred Stock if the holders of such affected class or series are
entitled, either separately or together with the holders of one or more other such classes or series, to vote thereon pursuant
to this Certificate of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock)
or pursuant to the DGCL. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance
with the bylaws of the Corporation (as in effect at the time in question) and applicable law on all matters put to a vote of the
stockholders of the Corporation.


 


(b) 
Subject to the rights granted to any Preferred Stock, the holders of shares of Common Stock shall be entitled to receive
ratably in proportion to the number of shares of Common Stock held by them such dividends and distributions (payable in cash,
stock or otherwise), if any, as may be declared thereon by the board of directors of the Corporation (the “Board of Directors”)
at any time and from time to time out of any assets or funds of the Corporation legally available therefor.


 




    2 


     

    

(c) 
In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of
shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution
to its stockholders, ratably in proportion to the number of shares of Common Stock held by them remaining after payment of all
liquidation preferences, if any, applicable to any outstanding Preferred Stock. A liquidation, dissolution or winding-up of the
Corporation, as such terms are used in this paragraph (c), shall not be deemed to be occasioned by or to include any consolidation
or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or
conveyance of all or a part of the assets of the Corporation.


 


Section
4.03.  Preferred Stock. The
Board of Directors is hereby empowered, without any action or vote by the Corporation’s stockholders (except as may otherwise
be provided by the terms of any class or series of Preferred Stock then outstanding, or except as otherwise set forth in the bylaws
of the Corporation), to authorize by resolution or resolutions from time to time the issuance of one or more classes or series
of Preferred Stock and to fix the designations, powers, preferences and relative, participating, optional or other rights, if
any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such class or series of Preferred
Stock and the number of shares constituting each such class or series, and to increase or decrease the number of shares of any
such class or series to the extent permitted by the DGCL.


 


Section
4.04.  Non-voting Equity Securities.
The Corporation shall not issue any non-voting equity securities to the extent prohibited by Section 1123(a)(6) of Title 11
of the United States Code (the “Bankruptcy Code”) as in effect on the date of filing of this Certificate of
Incorporation with the Secretary of State of the State of Delaware; provided, however, that the foregoing restriction
(i) shall have such force and effect only for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the
Corporation, (ii) shall not have any further force or effect beyond that required under Section 1123(a)(6), and (iii) may be amended
or eliminated in accordance with applicable law as from time to time may be in effect.


 


Section
4.05.  Preemptive Rights; Certain
Definitions. (a) Subject to Section 4.05(h) of Article 4, the Corporation hereby grants to each stockholder that beneficially
owns (including all shares beneficially owned by such stockholder’s Affiliates (as defined below)) at least 5% of the total
shares of Common Stock outstanding as of the close of business on the record date determined by the Board of Directors (each such
stockholder, a “Preemptive Rightsholder”), which record date shall not be more than ten (10) Business Days
(as defined below) prior to the Corporation’s delivery of the Issuance Notice (as defined below), the right to purchase
up to its pro rata portion (based on the number of shares of Common Stock beneficially owned by such stockholder as of the close
of business on the record date, as a percentage of the total number of then-outstanding shares of Common Stock) of any New Equity
Securities (as defined below) that the Corporation or any of its subsidiaries proposes to sell or issue at any time and from time
to time after the date hereof. The rights of Preemptive Rightsholders to purchase New Equity Securities pursuant to this ‎Section
4.05 of ‎Article 4 (the “Equity Purchase Right”) shall apply at the time of issuance of any right, warrant,
or option or 


 




    3 


     

    

convertible
or exchangeable security that constitutes a New Equity Security, and not to the subsequent conversion, exchange or exercise of
such New Equity Security in accordance with its terms.


 


(b) 
As used herein, the following terms shall have the meanings set forth below:


 


(i) 
“Affiliate” means with respect to any person, any other person directly or indirectly controlling, controlled
by, or under common control with, such person as of the date on which, or at any time during the period for which, the determination
of affiliation is being made (including any investment fund the primary investment manager or investment advisor to which is such
person or its Affiliate). For purposes of this definition, (A) the term “control” (including the correlative
meanings of the terms “controlled by” and “under common control with”), as used with respect to any person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such
person, whether through the ownership of voting securities, by contract or otherwise and (B) the term “person” means
any individual, corporation, partnership, limited liability company, unincorporated association or other entity.


 


(ii) 
“beneficially own” has the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended.


 


(iii) 
“Business Day” means any day other than a Saturday, Sunday or day on which commercial banks in the State
of Texas or the State of New York are authorized or required by law to close for business.


 


(iv) 
“New Equity Securities” means any and all (A) shares of Common Stock or other equity securities of the
Corporation, (B) equity securities of any subsidiary of the Corporation, (C) securities exchangeable into, or convertible or exercisable
for, shares of securities of the type specified in clause ‎(A) and ‎(B), and (D) options,
warrants or other rights to acquire securities of the type specified in clause ‎(A) and ‎(B),
in each case other than as issued (1) to employees, officers, directors or consultants pursuant to any equity-based compensation
or incentive plans approved by the Board of Directors or included in the Corporation’s plan of reorganization confirmed
by the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Plan”), and
securities issued upon exercise or conversion of such options, warrants, convertible securities or other rights, (2) in connection
with a stock split, payment of dividends or any similar recapitalization, reclassification, distribution, exchange or readjustment
of shares approved by the Board of Directors, (3) pursuant to the Plan (including shares of Common Stock and warrants to acquire
shares of Common Stock, in each case, issued pursuant to the Plan), and securities issued upon exchange, conversion or exercise
of such securities, (4) as consideration in any business combination, consolidation, merger or acquisition transaction or joint
venture involving the Corporation or any of its 


 




    4 


     

    

subsidiaries,
(5) upon the conversion or exercise of any securities convertible or exercisable for shares of securities of the type specified
in ‎(A) and ‎(B), (6) as issuances (in one or more transactions) as a bona fide “equity
kicker” in an aggregate amount with respect to all such issuances of less than 5% of the then-outstanding shares of Common
Stock to one or more third party lenders who are not stockholders to whom the Corporation or one or more of its subsidiaries is
becoming indebted in connection with the incurrence of any indebtedness approved by the Board of Directors or (7) in an IPO (as
defined below).


 


(c) 
The Corporation shall give each Preemptive Rightsholder written notice of any proposed issuance or sale of New Equity Securities
that is subject to the Equity Purchase Right, at least ten (10) Business Days prior to the proposed issuance or sale. Such notice
(an “Issuance Notice”) shall set forth the material terms and conditions of the proposed transaction, including
the proposed manner of issuance or sale, a description of the New Equity Securities, the total number of New Equity Securities
proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase price per share, including a reasonable
description of any non-cash consideration, and (if known) the name and address of the proposed purchaser of the New Equity Securities.


 


(d) 
At any time during the ten (10) Business Days following receipt of an Issuance Notice, each Preemptive Rightsholder shall
have the right, but not the obligation, to irrevocably elect, by written notice to the Corporation, to purchase its pro rata
portion of the New Equity Securities at the purchase price set forth in the Issuance Notice and upon the other terms and conditions
specified in the Issuance Notice (except that to the extent the purchase price includes non-cash consideration, a Preemptive Rightsholder
shall pay the cash equivalent thereof as reasonably determined by the Board of Directors and specified in the Issuance Notice);
provided, however, that no Preemptive Rightsholder shall be obligated (or permitted without the Corporation’s
consent) to purchase any New Equity Securities pursuant to this ‎Section 4.05 of ‎Article 4 unless all required
regulatory approvals, if any, applicable to such purchase have been obtained. Except as provided in the next sentence, the purchase
of New Equity Securities by the electing Preemptive Rightsholders shall be consummated concurrently with the consummation of the
issuance or sale described in the Issuance Notice. The closing of the purchase of New Equity Securities by any electing Preemptive
Rightsholder may be extended beyond the closing of the transaction described in the Issuance Notice, to the extent necessary to
(i) obtain required approvals of governmental authorities and other required regulatory approvals which such Preemptive Rightsholder
shall be diligently pursuing in good faith (and the Corporation shall use its commercially reasonable efforts to obtain any approvals
required to be obtained by it provided that the Corporation shall not be required to incur any out-of-pocket unreimbursed expenses
in connection therewith) and (ii) permit the Preemptive Rightsholder to complete its internal capital call process following receipt
of the Issuance Notice; provided, however, that the approval of the Board of Directors shall be required to extend
any such closing beyond the date that is thirty (30) days after delivery of the applicable Issuance Notice. Notwithstanding anything
to the contrary contained herein, in the event that the closing of any purchase of New Equity Securities by any Preemptive Rightsholder
is extended pursuant to this paragraph, such extension shall not preclude the consummation of the issuance or sale of 


 




    5 


     

    

the
remaining New Equity Securities described in the Issuance Notice from occurring prior to such closing.


 


(e) 
To the extent that one or more Preemptive Rightsholders do not fully and timely exercise their Equity Purchase Rights,
in accordance with the terms and conditions set forth in this ‎Section 4.05 of ‎Article 4, or elects to
exercise such rights with respect to less than such Preemptive Rightsholder’s pro rata portion of the New Equity
Securities (the difference between such Preemptive Rightsholder’s pro rata portion of the New Equity Securities and
the number of New Equity Securities for which such Preemptive Rightsholder Holder exercised its preemptive rights under this Section
4.05 of Article 4, the “Excess Shares”), then the Corporation (or the applicable subsidiary) shall offer to
sell to the Preemptive Rightsholders that have elected to purchase all of their pro rata portion of the New Equity Securities,
pro rata and at the same price and on the same terms as those specified in the Issuance Notice, and such Preemptive Rightsholders
shall have the right to acquire all or any portion of such Excess Shares within two (2) Business Days following the expiration
of the period specified in Section 4.05(d) of Article 4 by delivering written notice thereof to the Corporation.


 


(f) 
Following compliance with the terms and conditions set forth in this ‎Section 4.05 of ‎Article 4,
the Corporation (or its applicable subsidiary) shall be free to consummate the proposed issuance or sale of all or any portion
of the remaining New Equity Securities that the Preemptive Rightsholders have elected not to purchase, on terms no less favorable
to the Corporation than those set forth in the Issuance Notice; provided, that (i) such issuance or sale is closed within
ninety (90) days after the date the related Issuance Notice was given, provided that, if such issuance or sale is subject
to regulatory approval, such 90-day period shall be extended until the expiration of five (5) Business Days after all such approvals
have been received, but in no event later than one hundred and eighty (180) days after the related Issuance Notice was given,
and (ii) the price at which the New Equity Securities are transferred must be equal to or higher than the purchase price described
in the Issuance Notice. In the event that the Corporation (or its applicable subsidiary) has not sold such New Equity Securities
within such ninety (90)-day period, the Corporation (or its applicable subsidiary) shall not thereafter issue or sell any New
Equity Securities without first again offering such securities to the stockholders entitled to preemptive rights in the manner
provided in this ‎Section 4.05 of ‎Article 4.


 


(g) 
The rights and obligations set forth in this ‎Section 4.05 of ‎Article 4 shall automatically terminate
upon, and shall cease to have any force or effect following, the earlier of (i) the date the Common Stock is listed on a national
securities exchange (which, for the avoidance of doubt, does not include an “over-the-counter” system or network)
in the United States (a “Listing”), or (ii) the consummation of the first public offering and sale of Common
Stock by the Corporation (other than on Forms S-4 or S-8 or their equivalent), pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the “Securities Act”, and such public offering and sale, an “IPO”).


 




    6 


     

    

(h) 
Notwithstanding anything to the contrary contained herein, the Corporation and/or any of its subsidiaries may issue or
sell New Equity Securities to any purchaser (an “Accelerated Buyer”) without first complying with the provisions
of this ‎Section 4.05 of ‎Article 4 if the Board of Directors determines in good faith that it is in the
best interests of the Corporation to consummate such issuance or sale without having first complied with such provisions; provided,
that in connection with any such issuance or sale, the Corporation shall give the Preemptive Rightsholders written notice of such
issuance or sale as promptly as practicable, which notice (an “Accelerated Sale Notice”) shall describe in
reasonable detail (a) the material terms and conditions of the issuance or sale of the New Equity Securities to the Accelerated
Buyer, including the number or amount and description of the New Equity Securities issued, the issuance or sale date, the purchase
price per share (including a reasonable description of any non-cash consideration), and the name and address of the Accelerated
Buyer and (b) the rights of the Preemptive Rightsholders to purchase New Equity Securities, pursuant to this paragraph, in connection
with such issuance or sale. In the event of any such issuance or sale of New Equity Securities to an Accelerated Buyer, each Preemptive
Rightsholder shall have the right, at any time during the ten (10) Business Days following receipt of the Accelerated Sale Notice,
to elect to purchase New Equity Securities in an amount equal to all or any part of its pro rata portion (based upon the
number of shares of Common Stock beneficially owned by such Preemptive Rightsholder as of the close of business on the record
date as a percentage of the total number of shares of Common Stock then outstanding) of the New Equity Securities issued to the
Accelerated Buyer, by delivering written notice of such election to the Corporation, whereupon the Corporation shall give effect
to such exercise by either (i) requiring that the Accelerated Buyer sell down a portion of its New Equity Securities, or (ii)
issuing additional New Equity Securities to such Preemptive Rightsholder, or a combination of (i) and (ii), so long as such action
effectively provides such Preemptive Rightsholder with the same opportunity to maintain its ownership percentage of the total
number of shares of Common Stock outstanding following the issuance or sale to such Preemptive Rightsholder it would have received
had this paragraph not been utilized.


 


Section
4.06.  Tag-Along Right. (a)
If at any time prior to the earlier of a Listing or the consummation of an IPO, stockholders acting as a group (collectively,
the “Tag-Along Sellers”) propose to Transfer (as defined below) shares of Common Stock in a transaction or
series of related transactions that constitutes a Change of Control (as defined below) (for the purposes of this Section 4.06
of Article 4, a “Tag-Along Transfer”), then each other stockholder that beneficially owns (including all shares
beneficially owned by such stockholder’s Affiliates) at least 5% of the total shares of Common Stock outstanding (collectively
the “Tag-Along Offerees”) shall have the right to exercise tag-along rights in accordance with the terms and
conditions set forth in this ‎Section 4.06 of ‎Article 4 (any such stockholder exercising such rights, a
“Tagging Stockholder”). As used herein, (i) “Transfer” means any direct or indirect, voluntary
or involuntary, sale, transfer, assignment, encumbrance or other disposition by operation of law or otherwise (excluding, for
the avoidance of doubt, any distribution by a stockholder solely to its members, partners or stockholders upon liquidation or
dissolution of such stockholder), and (ii) “Change of Control” means any Transfer to a non-Affiliate transferee
(including, without limitation, through any merger, consolidation or other 


 




    7 


     

    

business
combination or sale(s) of capital stock of the Company or otherwise) pursuant to which holders of a majority of the Common Stock
(determined on a fully-diluted basis) outstanding immediately prior to such transaction or series of transactions do not hold
securities representing a majority of the total voting power represented by the voting securities of the Company outstanding immediately
after such transaction or series of transactions. The rights and obligations set forth in this ‎Section 4.06 of ‎Article
4 shall automatically terminate upon, and shall cease to have any force or effect following, the earlier of (i) a Listing and
(ii) the consummation of an IPO.


 


(b) 
The Tag-Along Sellers shall promptly give notice (a “Tag-Along Notice”) to the Corporation, and the
Corporation shall, to the extent reasonably practicable, promptly give or cause to be given notice to each Tag-Along Offeree,
at least fifteen (15) Business Days prior to the consummation of the proposed Tag-Along Transfer, setting forth the number of
shares of Common Stock proposed to be Transferred by the Tag-Along Sellers, the name and address of the proposed transferee, the
proposed purchase price for each such share of Common Stock (the “Tag-Along Per Share Consideration”), and
any other material terms and conditions of the Tag-Along Transfer; it being understood that such Tag-Along Notice may be given
after the terms of the Tag-Along Transfer have been finalized and does not accord the Tagging Stockholder with any rights to information
as to the Transfer not required to be included in the Tag-Along Notice. Each Tag-Along Offeree shall have a period of ten (10)
Business Days from the date of the Tag-Along Notice within which to elect to sell up to its Tag-Along Pro Rata Portion of shares
of Common Stock at a price per share equal to the Tag-Along Per Share Consideration in connection with such Tag-Along Transfer.
Any Tag-Along Offeree may exercise such right by delivery of an irrevocable written notice to the Tag-Along Sellers specifying
the number of shares of Common Stock such Tag-Along Offeree desires to include in the Tag-Along Transfer. Unless the proposed
Transferee agrees to purchase all the shares of Common Stock proposed to be Transferred by the Tag-Along Sellers and the Tagging
Stockholders, then the total number of shares of Common Stock proposed to be Transferred by the Tag-Along Sellers and Tagging
Stockholders in such Tag-Along Transfer shall be reduced by recalculating the allocation on a pro rata basis set forth
in this paragraph assuming such smaller number of shares is to be Transferred. As used herein, “Tag-Along Pro Rata Portion”
means a number of shares of Common Stock determined by multiplying (i) the number of shares of Common Stock (determined on a fully-diluted
basis) held by the applicable Tag-Along Offeree immediately prior to the Tag-Along Transfer by (ii) a fraction, the numerator
of which is the number of shares of Common Stock (determined on a fully-diluted basis) proposed to be Transferred by the Tag-Along
Sellers in connection with the Tag-Along Transfer and the denominator of which is the aggregate number of shares of Common Stock
(determined on a fully-diluted basis) held by the Tag-Along Sellers immediately prior to the Tag-Along Transfer.


 


(c) 
Each Tagging Stockholder shall agree (i) to make the same representations and warranties to the Transferee with respect
to itself and related items as the Tag-Along Sellers make with respect to themselves and related items in connection with the
Tag-Along Transfer, (ii) to the same covenants, indemnities and agreements with respect to itself and related items as agreed
by the Tag-Along Sellers with respect to themselves and related items in connection with the Tag-Along Transfer, and (iii) to
the same terms and 


 




    8 


     

    

conditions
to the Transfer of shares of Common Stock as the Tag-Along Sellers agree (including bearing their proportionate share of any escrows,
holdbacks or adjustments in purchase price.). Notwithstanding the foregoing, however, all such representations, warranties, covenants,
indemnities and agreements shall be made by each Tagging Stockholder and each Tag-Along Seller severally and not jointly.


 


(d) 
Notwithstanding anything contained in this Section 4.06 of Article 4, there shall be no liability on the part of the Tag-Along
Sellers to the Tagging Stockholders or any other person if the Transfer of the shares of Common Stock pursuant to this Section
4.06 of Article 4 is not consummated for whatever reason. Whether to effect a Transfer pursuant to this Section 4.06 of Article
4 by the Tag-Along Sellers is in the sole and absolute discretion of the Tag-Along Sellers.


 


Article
5

Stockholder Action by Written Consent


 


Any
action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall
be signed by the holders of shares having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation
in accordance with Section 228 of the DGCL.


 


Article
6

Corporate Governance


 


The
following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:


 


(a) 
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition
to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the bylaws of
the Corporation then in effect, the directors are hereby empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject, nevertheless, to the DGCL, this Certificate of Incorporation, and the
bylaws of the Corporation.


 


(b) 
The directors of the Corporation need not be stockholders of the Corporation, and need not be elected by written ballot
unless the bylaws of the Corporation so provide.


 


(c) 
Special meetings of the stockholders, other than those required by statute, may be called at any time as set forth in the
bylaws of the Corporation, and may be called upon the written request to the Secretary by one or more stockholders holding, in
the aggregate, at least a majority of the voting power of the shares entitled to vote in the 


 




    9 


     

    

election
of directors of the Corporation. Any such written request shall specify the time of such meeting and the general nature of the
business proposed to be transacted and shall be delivered to the Secretary of the Corporation at the principal executive offices
of the Corporation, and the Secretary shall, promptly following his or her receipt of such request, cause notice of such meeting
to be given in accordance with the bylaws of the Corporation to each of the stockholders entitled to vote at such meeting.


 


(d) 
An annual meeting 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 at such place, on such date, and at such time as the Board of Directors shall
fix.


 


Article
7

Board of Directors


 


Section
7.01.  Number, Election and Term
of Office. The Board of Directors shall consist of one or more directors, as more particularly set forth in the bylaws of
the Corporation. The directors, other than those who may be elected by the holders of any series of Preferred Stock under specified
circumstances, shall be of one class and each director shall serve until his or her successor shall have been duly elected and
qualified or, if earlier, until his or her death, incapacity, resignation or removal. At each annual meeting of stockholders,
(i) directors shall be elected for a term of office to expire at the succeeding annual meeting of stockholders, with each director
to hold office until his or her successor shall have been duly elected and qualified or, if earlier, until his or her death, incapacity,
resignation or removal; and (ii) directors may be elected to fill any vacancy on the Board of Directors, regardless of how such
vacancy shall have been created. Vacancies on the Board of Directors may also be filled in the manner provided in the bylaws of
the Corporation.


 


Section
7.02.  Notice of Stockholder Nominations.
Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any
meeting of the stockholders of the Corporation shall be given in the manner provided in the bylaws of the Corporation.


 


Section
7.03.  Removal. Except as
otherwise required by applicable law and as provided above prior to the first election of directors, and subject to the rights
of the holders of any series of Preferred Stock then outstanding, any one or more of the directors may be removed from office,
with or without cause, by the affirmative vote or written consent of holders of a majority of the voting power of the shares entitled
to vote generally in the election of directors of the Corporation, voting together as a single class.


 


Article
8

Bylaws


 


The
Board of Directors is expressly authorized to adopt, amend and repeal the bylaws of the Corporation, provided, that any
adoption, amendment or repeal of the bylaws of the Corporation by the Board of Directors (a) shall require the approval of a majority
of the Whole Board, and (b) shall be subject to such additional restrictions


 




    10 


     

    

(which
may include, without limitation, majority or supermajority stockholder approval to amend or repeal specifically enumerated provisions),
if any, as are set forth in the bylaws of the Corporation as in effect at such time. The stockholders shall also have power to
adopt, amend or repeal the bylaws of the Corporation, by the affirmative vote of the holders of at least a majority of the voting
power of all of the then-outstanding shares of capital stock entitled to vote generally in the election of directors of the Corporation,
voting together as a single class, provided, that any such adoption, amendment or repeal shall be subject to such additional
restrictions (which may include, without limitation, supermajority stockholder approval to amend or repeal specifically enumerated
provisions), if any, as are set forth in the bylaws of the Corporation as in effect at such time. As used herein, “Whole
Board” shall mean, at any given time, the total number of directorships then authorized, whether or not any vacancies
exist with respect to such directorships.


 


Article
9

Section 203 of the DGCL


 


The Corporation
expressly elects not to be governed by Section 203 of the DGCL.


 


Article
10

Limitation on Director Liability


 


The
Corporation hereby eliminates, to the fullest extent permitted by law (as contemplated by Section 102(b)(7) of the DGCL), the
personal liability of any person who serves as a director of the Corporation to the Corporation and/or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty
to the Corporation or its stockholders, (ii) for any act or omission not in good faith or which involves intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived
an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the DGCL, as so amended. In the event that it is determined that Delaware law does not apply, the liability of a
director of the Corporation to the company or its stockholders for monetary damages shall be eliminated to the fullest extent
permissible under applicable law. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal or modification.


 


Article
11

Indemnification of Directors and Officers


 


Section
11.01.  Right to Indemnification. Each person who
was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason
of the fact that he or she, or a person of whom 


 




    11 


     

    

he
or she is the legal representative, is or was a director or an officer of the Corporation or is or was serving at the request
of the Corporation as a director, officer, manager, employee, agent or trustee of another corporation or of a limited liability
company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter,
a “Covered Person”), whether the basis of such proceeding is alleged action or inaction in an official capacity
or in any other capacity while serving as a director, officer, manager, employee, agent or trustee, shall be indemnified and held
harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended from
time to time (but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all costs,
charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes payable under the Employee
Retirement Income Security Act of 1974, as amended, or penalties and amounts paid or to be paid in settlement) reasonably incurred
or suffered by such Covered Person in connection therewith, and that indemnification shall continue as to a Covered Person who
has ceased to be a director, officer, manager, employee or agent and shall inure to the benefit of his or her heirs, executors,
administrators and personal and legal representatives; provided, however, that, except as provided in ‎Section
11.04 of this ‎Article 11 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify
any such Covered Person seeking indemnification in connection with a proceeding (or part thereof) initiated by that Covered Person,
only if that proceeding (or part thereof) was authorized by the Board of Directors.


 


Section
11.02.  Right to Advancement of Expenses. In addition
to the right to indemnification conferred in ‎Section 11.01 of this ‎Article 11, a Covered Person shall
also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such
proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided,
however, that, if the DGCL requires, an advancement of expenses incurred by a Covered Person in his or her capacity as
a director or an officer of the Corporation (and not in any other capacity in which service was or is rendered by such Covered
Person, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation
of an undertaking (hereinafter an “undertaking”), by or on behalf of such Covered Person to repay all amounts
so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter
a “final adjudication”) that such Covered Person is not entitled to be indemnified for such expenses under
this ‎Section 11.02 of this ‎Article 11 or otherwise. No Covered Person will be required to post any bond
or provide any other security with respect to any such undertaking.


 


Section
11.03.  Primary Indemnitor. The Corporation hereby
acknowledges that certain Covered Persons may have rights to indemnification and advancement of expenses (directly or through
insurance obtained by any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”),
and which may include third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The
Corporation hereby agrees and acknowledges that notwithstanding any 


 




    12 


     

    

such
rights that a Covered Person may have with respect to any Other Indemnitor(s), (i) the Corporation is the indemnitor of first
resort with respect to all Covered Persons and all obligations to indemnify and provide advancement of expenses to Covered Persons,
(ii) the Corporation shall be required to indemnify and advance the full amount of expenses incurred by the Covered Persons, to
the fullest extent required by law, the terms of this Certificate of Incorporation, the bylaws of the Corporation, any agreement
to which the Corporation is a party, any vote of the stockholders or the Board of Directors, or otherwise, without regard to any
rights the Covered Persons may have against the Other Indemnitors and (iii) to the fullest extent permitted by law, the Corporation
irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or any
other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Other Indemnitors
with respect to any claim for which the Covered Persons have sought indemnification from the Corporation shall affect the foregoing
and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment
to all of the rights of recovery of the Covered Persons against the Corporation. These rights shall be a contract right, and the
Other Indemnitors are express third party beneficiaries of the terms of this paragraph.


 


Section
11.04.  Right of Claimant to Bring Suit. If a claim
under this ‎Article 11 is not paid in full by the Corporation within 30 days after a written claim has been received
by the Corporation, except in the case of a claim for an advancement of expenses in which case the applicable period shall be
20 days, the Covered Person may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the
claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Covered Person shall also be entitled
to be paid the expense of prosecuting or defending such suit. It shall be a defense to any suit brought by a Covered Person to
enforce a right to indemnification hereunder (other than a suit brought to enforce a claim for advancement of expenses where the
required undertaking, if any, has been tendered to the Corporation) that the Covered Person has failed to meet any applicable
standard of conduct for indemnification set forth in the DGCL, but the burden of proving such defense shall be on the Corporation.
In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that the Covered Person has not met any applicable standard
for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board of Directors or a committee
thereof, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that
indemnification of the Covered Person is permissible in the circumstances because he or she has met the applicable standard of
conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors or a committee
thereof, independent legal counsel, or its stockholders) that the Covered Person has not met such applicable standard of conduct,
shall be a defense to the suit or create a presumption that the Covered Person has not met the applicable standard of conduct
or, in the case of such a suit brought by the Covered Person, be a defense to such suit). In any suit brought by a Covered Person
to enforce a right to indemnification or to an 


 




    13 


     

    

advancement
of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking,
the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this
‎Article 11 or otherwise, shall be on the Corporation.


 


Section
11.05.  Non-Exclusivity of Rights. The right to indemnification
and the advancement of expenses conferred in this ‎Article 11 shall not be exclusive of any other right that any person
may have or hereafter acquire under any statute, any provision of this Certificate of Incorporation, the bylaws of the Corporation,
any agreement to which the Corporation is a party, any vote of the stockholders or the Board of Directors or otherwise.


 


Section
11.06.  Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, manager, employee or agent of the Corporation or another corporation,
limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person against that expense, liability or loss under Delaware
law.


 


Section
11.07.  Expenses as a Witness. To the extent any Covered
Person is by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, manager, employee, agent or trustee of another corporation or of a limited
liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit
plan, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and
reasonably incurred by him or her or on his or her behalf in connection therewith.


 


Section
11.08.  Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to
the advancement of expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent
of the Corporation to the fullest extent of the provisions of this ‎Article 11 with respect to the indemnification
and advancement of expenses of directors and officers of the Corporation.


 


Section
11.09.  Severability. If any provision or provisions
of this ‎Article 11 shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity,
legality and enforceability of the remaining provisions of this ‎Article 11 (including, without limitation, each portion
of any paragraph of this ‎Article 11 containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to
the fullest extent possible, the provisions of this ‎Article 11 (including, without limitation, each such portion of
any paragraph of this ‎Article 11 containing any such provision held to be invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.


 




    14 


     

    

Section
11.10.  Nature of Rights; Amendments to this Article.
The rights conferred upon Covered Persons in this ‎Article 11 shall be contract rights and such rights shall continue
as to a Covered Person who has ceased to be a director, officer, manager, employee, agent or trustee and shall inure to the benefit
of the Covered Person’s heirs, executors and administrators. Any repeal, amendment or modification of this ‎Article
11 or any of the provisions hereof that adversely affects any right of a Covered Person or its successors hereunder shall be prospective
only and shall not limit, eliminate, impair or otherwise adversely affect any rights to indemnification and to the advancement
of expenses of a Covered Person with respect to any proceeding involving any occurrence or alleged occurrence of any action or
omission to act that took place prior to such repeal, amendment or modification.


 


Article
12

Business Opportunities


 


To
the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly
agreed in writing by the Corporation and any Dual Role Person (as defined below), the Corporation, on behalf of itself and its
subsidiaries, renounces and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered
an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including,
without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive
with, the Corporation or any of its subsidiaries or any dealings with customers or clients of the Corporation or any of its subsidiaries)
that are from time to time presented to any Dual Role Person (unless first presented to a Dual Role Person in such person’s
capacity as an officer or director of the Corporation), even if the transaction, matter or opportunity is one that the Corporation
or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity
to do so and no such person shall be liable to the Corporation or any of its subsidiaries or Affiliates for breach of any fiduciary
or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues, acquires or participates
in such business opportunity, directs such business opportunity to another person or fails to present such business opportunity,
or information regarding such business opportunity, to the Corporation or its subsidiaries. Without limiting the foregoing renunciation,
the Corporation acknowledges that certain of the stockholders are in the business of making investments in, and have investments
in, other businesses similar to and that may compete with the Corporation’s businesses (“Competing Businesses”),
and agrees that each such stockholder shall have the right to make additional investments in or have relationships with other
Competing Businesses independent of its investment in the Corporation. Any person purchasing or otherwise acquiring any interest
in any shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this paragraph.
Neither the alteration, amendment or repeal of this paragraph, nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this paragraph, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate
or reduce the effect of this paragraph in respect of any business opportunity first identified or any other matter occurring,
or any cause of


 




    15 


     

    

action,
suit or claim that, but for this paragraph, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification.
If any provision or provisions of this paragraph shall be held to be invalid, illegal or unenforceable as applied to any circumstance
for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the
remaining provisions of this paragraph (including, without limitation, each portion of any paragraph of this paragraph containing
any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Article 12
(including, without limitation, each such portion of any sentence of this Article 12 containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees
and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest
extent permitted by law. This Article 12 shall not limit any protections or defenses available to, or indemnification or advancement
rights of, any director or officer of the Corporation under this Certificate of Incorporation, the bylaws of the Corporation,
or applicable law. As used herein, “Dual Role Person” shall mean any individual who is a director of the Corporation
and is otherwise an employee, officer or a director of a stockholder.


 


Article
13

Exclusive Forum


 


Unless
the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or,
if the Court of Chancery shall not have jurisdiction, another state court located within the state of Delaware, or if no state
court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware), shall be
the sole and exclusive forum for any stockholder of the Corporation (including a beneficial owner of stock) to bring (i) any derivative
action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed
by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii)
any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of
the DGCL or this Certificate of Incorporation or the bylaws of the Corporation, or (iv) any action asserting a claim against the
Corporation, its directors, officers or employees governed by the internal affairs doctrine, except as to each of ‎(i)
through ‎(iv) above, for any claim as to which such court
determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does
not consent to the personal jurisdiction of such court within ten (10) days following such determination). If any provision or
provisions of this Article 13 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance
for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions
in any other circumstance and of the remaining provisions of this Article 13 (including, without limitation, each portion of any
sentence of this Article 13 containing any such provision held to be invalid, illegal or unenforceable that is not itself held
to be invalid, illegal or unenforceable) and the


 




    16 


     

    

application
of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person
purchasing or otherwise holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and
consented to the provisions of this Article 13.


 


Article
14

Amendments


 


The
Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed
by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation and the
terms of the stockholders agreement dated on or about the date hereof by and among the Corporation and certain holders of the
Common Stock, with the sole exception of those rights and powers conferred under Articles 10 and 11.


 


[Remainder
of page intentionally left blank]


 




    17 


     

    

IN WITNESS
WHEREOF, the Corporation has caused this Certificate of Incorporation to be signed as of May 3, 2017.


 


	 	AMPLIFY ENERGY CORP.	 
	 	 	 
	 	 	 
	 	By:	/s/ Robert L. Stillwell, Jr.	 
	 	 	Name:Robert L. Stillwell, Jr.	 
	 	 	Title:Authorized Officer	 




 


 





[Signature Page to Amended and Restated
Certificate of Incorporation]