Delaware PAGE I. The First State

Jeffrey mBulloa,secmtary astate

AUTHEN TION: 2048234

DATE: 01-20-15

Delaware

PAGE I

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF "FRANKLIN CREDIT

MANAGEMENT CORPORATION", FILED IN THIS OFFICE ON THE TWENTIETH

DAY OF JANUARY, A.D. 2015, AT 7:52 O'CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE

NEW CASTLE COUNTY RECORDER OF DEEDS.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF

THE AFVRESAID CERTIFICATE OF AMENDMENT IS THE TWENTIETH DAY OF

JANUARY, A.D. 2015, AT 5:01 O'CLOCK P.M.

2152904 8100 ,.

?-2e.„6 g

150067075 AtAwS'z'&

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:51 AM 01/20/2015

FILED 07:52 AM 01/20/2015

SRV 150067075 - 2152904 FILE

FRANKLIN CREDIT MANAGEMENT CORPORATION

Franklin Credit Management Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the I3oard of Directors of the Corporation at a special meeting of the Board of Directors unanimously adopted a resolution proposing and declaring advisable the following Amendment to the Certificate of Incorporation of said corporation:

SECOND: Immediately upon the effectiveness of this amendment to the Corporation's Certificate of Incorporation (the "Effective Time"), each one (1) share of the Corporation's common stock, par value $.01 per share, shall be converted into two hundred (200) shares of the Corporation's common stock, par value $.01 per share, as constituted following the Effective Time.

THIRD: To accomplish the foregoing Amendment to the Certificate of Incorporation of the Corporation, the following paragraph is added at the end of ARTICLE IV of the Certificate of Incorporation:

"Forward Stock Split. Effective as of the effectiveness of the Amendment to this Certificate of Incorporation adding this paragraph at the end of ARTICLE IV and without regard to any other provkion of this Certificate of Incorporation, each one ( I ) share of Common Stock, par value $.01 per share, (and including each fractional share in excess of one (I) share of Common Stock) either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the time this Amendment becomes effective shall be and is hereby automatically reclassified and changed (withmit any further act) into two hundred (200) shares (or, with respect to such fractional shares, such lesser number of shares as may be applicable based upon such 200- to-1 ratio) of fully paid and nonassessable Common Stock, par value $.01 per share (the "Forward Stock Split"), provided that no fractional shares shall be issued as a result of this Forward Stock Split.

FOURTH: In lieu of a meeting and vote of stockholders, holders of 66.67% of the shares eligible to vote have given written consent to said Amendment in accordance with the provisions of Section 228 of the General

Corporation Law of the State of Delaware.

FIFTH: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 228 of the General Corporation Law of the State of Delaware.

SIXTH: That the aforesaid amendment is being filed pursuant to Section 242 of the General Corporation Law of the State of Delaware.

SEVENTH: This amendment will become effective as of 5:01 pm on January 20, 2015.

IN WITNESS WHEREOF, Franklin Credit Management Corporation has caused this Certificate to be signed by Thomas J. Axon, its President, this 20' h day of January, 2015.

FRANKLIN CREDIT MANAGEMENT CORPORATION By:

Thom J. Axon President

Jeffrey mBulloa,secmtary astate

AUTHEN TION: 2048219

DATE: 01-20-15

Delaware

PAGE I

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF "FRANKLIN CREDIT

MANAGEMENT CORPORATION", FILED IN THIS OFFICE ON THE TWENTIETH

DAY OF JANUARY, A.D. 2015, AT 7:51 O'CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE

NEW CASTLE COUNTY RECORDER OF DEEDS.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF

THE AFVRESAID CERTIFICATE OF AMENDMENT IS THE TWENTIETH DAY OF

JANUARY, A.D. 2015, AT 5 O'CLOCK P.M.

2152904 8100 ,.

?-2e.„6 g

150067074 AtAwS'z'&

FRANKLIN CREDIT MANAGEMENT CORPORATION By: Thomas Presiden

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:51 AM 01/20/2015

FILED 07:51 AM 01/20/2015

SRV 150067074 - 2152904 FILE

FRANKLIN CREDIT MANAGEMENT CORPORATION

Franklin Credit Management Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation at a special meeting of the Board of Directors

unanimously adopted a resolution proposing and declaring advisable the following Amendment to the Certificate of Incorporation of said corporation:

SECOND: Immediately upon the effectiveness of this amendment to the Corporation's Certificate of Incorporation (the "Effective Time"), each two hundred (200) shares of the Corporation's common stock, par value $.01 per share, shall be converted into one (I) share of the Corporation's common stock, par value $.01 per share, as constituted following the Effective Time.

THIRD: To accomplish the foregoing Amendment to the Certificate of Incorporation of the Corporation, the following paragraph is added at the end of ARTICLE IV of the Certificate of Incorporation:

"Reverse Stock Split. Effective as of the effectiveness of the Amendment to this Certificate of Incorporation adding this paragraph at the end of ARTICLE IV and without regard to any other provision of this Certificate of Incorporation, each two hundred (200) shares of Common Stock, par value $.01 per share, either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the time this Amendment becomes effective shall be and is hereby automatically reclassified and changed (without any further act) into one ( I) share (and fractional shares as may be applicable based upon such 1-to-200 ratio) of fully paid and nonassessable Common Stock, par value $.01 per share (the "Reverse Stock Split"), provided that no fractional shares shall be issued as a result of this Reverse Stock Split to any stockholder of record that owns less than one (1) share as a result of the Reverse Stock Split. In lieu thereof, the Corporation shall pay to each such holder of record of any such fractional share an amount equal to $0.50 per share on a pre-split basis. Holders of record of at least one (1 ) share, will receive fractional shares as a result of the Reverse Split to the extent the amount is not equally divisible by two hundred (200), and they will not be entitled to receive any cash payment."

FOURTH: In lieu of a meeting and vote of stockholders, holders of 66.67% of the shares eligible to vote have given written consent to said Amendment in accordance with the provisions of Section 228 of the General

Corporation Law of the State of Delaware.

FIFTH: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 228 of the General Corporation Law of the State of Delaware.

SIXTH: That the aforesaid amendment is being filed pursuant to Section 242 of the General Corporation Law of the State of Delaware.

SEVENTH: This amendment will become effective as of 5:00 pm on January 20, 2015.

IN WITNESS WHEREOF, Franklin Credit Management Corporation has caused this Certificate to be signed by Thomas J. Axon, its President, this 20 th day oflanuary, 2015.