0681033 larousre sont 9 FILED NY of the State of California AUG 15 2008 AGREEMENT OF MERGER among Option One Mortgage Capital Corporation, a Delaware corporation Option One Loan Warehouse LLC, a Delaware limited liability company Premier Trust Deed Services, Inc., a California corporation Premier Mortgage Services of Washington, Inc., a Washington corporation Premier Property Tax Services, LLC, a California limited liability company First Option Asset Management Services, LLC, a California limited (iability company and First Option Asset Management Services, Inc., a California corporation (the "Merging Companies") and Sand Canyon Corporatiory, a California corporation (the "Surviving Corporation") AGREEMENT? OF MERGER, dated this 8th day of July, 2008, pursnant tw Title 8, Section 264{c) of the Delaware General Corporation Law, Section J8- 205 of whe Delaware Limited Liability Gompany Act, Section (103 af the California Corporations Code, and Section 238.11.090 of the Washington Business Corporation Act, among Option One Mortgage Capital Corporation. Option One Loan Warehouse LUG, Premier Trust Deed Services, Inc., Premier Aacigage Services af Washington, Inc,, Premier Peaperty Tax Services, LUC First Option Asset Management Services, LLC, First Option Asset Management Services, Inc., and Sand Canyon Corporation (the "Constituent Companies”) WITNESSEPH that WHEREAS, Sand Canyon Corporation is the direct or indirect parent of Optinn One Mortgage Capital Corporation, ption One Loan Warehouse LLC Premier Trust Deed Services, Inc., Premier Mortwage Services of Washington, Sne., Premier Propeny ax Services, LLC, First Option Asse Management Services, LLC, and FIs Option Asset Management Services, Ine, and WHEREAS, the Constituent Companies desire to merge into a single company, as hereinafter specified; and NOW, THEREFORE, the companies, parties to iis Agreement, in consideration of the mutual covenants, agreements and pro ons hereinaftercontained, do hereby prescribe the termis and conditions of said merger and | mace of carrying the sante into effect as fullows: FIRST: Sand Canyon Corporation (the "Surviving Corporation”) hereby anerges into itself Option Gne Mortgage Capital Corporation, Option One Loan Warchouse LLC, Premier Trust Deed Services, Inc.. Premier Mortgage Services of Washington, Inc., Premier Property Tax Services, LLC, First Option Asset Management Services, LLC, and First Option Asset Management Services, tne. (the “Merging Companies"), and the sald Merging Companies stall be and hereby are merged into Sand Canyon Corporation, which shatl be the Surviving Corporation. SECOND: The Certificate of Incorporation of the Surviving Gorporation, as heretofore amended and as in effect on the date of the merger provided for ia this Agceement, skal continue ia full facce and effect as the Certificate of Sncorporation of the company surviving this merger. THIRD: Theve shall be no conversion of membership interests or stock ownership of any of the Constituent Companies. On the effective date of the merger, all of the ownership interests of the Merging Companies shall thereupon, and without any other action, be cancelled, On the effective date of the mevger, Ue stock ownership interests of the Surviving Corporation shall not be converted, and each such imterest that is issued on such date shall continue to represent the same ownership interest of the Surviving Corporation, Each stock ownership interest shall continue to possess the same rights and limitations as it possessed prior to the effective date of the merger FOURTH: The terms and conditians of the merger ara as tallows: (a) The Bylaws of the Surviving Corporation as they shall exist on the effective date of this Agreement shall be and remain the Bylaws of the Surviving Corporation until the same shall be altered, amended or repealed as therein provided. (b) Any divectors and officers of the Surviving Corporation shalt continue in office wntit dhe next annual meeting of stocktolders and wneil cheiy successors shall have been elected and qualitied (c) This merger shalt be effective upon filing with the Secretary of State of California. However, for all accounting purposes the merger shall be effective on July 33, 2008 (@) Upon the merger becoming effective, all property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of, every kind and description of each of the Merging Companies shall be transferred to, vested in and devolve upon the Surviving Corporation without 2further act or deed, and all property, rights, and every other interest of the Surviving Corporation and the Merging Companies shall be as effectively the property of the Surviving Corporation as they were of the Surviving Corporation and the Merging Companies vespectively, Each of the Merging Companies hereby agree hom tine to Gime, as and when requested by he Surviving Corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken sueh further or other action as the Surviving Corporation ntay deem necessary or desivable in order te vest in and confirm to the Surviving Corporation tie to and possession of any property of the Merging Companies accuired or to be acquired by reason of or as a result of the merger herein provided tor and otherwise to carry out the intent aud purposes hereof, and the proper officers and directors of the Merging Companies aud the proper olficers and directors of the Surviving Corporation are fully authorized in the name of any of the Merging Companies or otherwise to lake any and all such action, IN WITNESS WHEREOF, the Constituent Companies have caused this. Ayreement to be executed by their duly authorized representatives as the respective act, deed and agreement of each of said companies as of the day aud year first above written [SIGNATURES APPEAR ON THE POLLOWING PAGE]