CERTIFICATE
OF DESIGNATION


SERIES
C PREFERRED STOCK


Of


Carolco
Pictures, Inc.


 


Carolco
Pictures, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Florida Business
Corporation Act (the “Act”), does hereby certify that pursuant to the provisions of Sections 607.0821, 607.0602 and
607.0603 of the Act, the Corporation hereby states as follows:


 


	1.	The
    name of the corporation is Carolco Pictures, Inc.
	 	 
	2.	The
    Certificate of Designation of the Series C Preferred Stock of the Corporation was duly adopted by the Board of Directors of
    the Corporation, pursuant to its unanimous written consent, on July 19, 2016.
	 	 
	3.	The
    Certificate of Designation of the Series C Preferred Stock of the Corporation in as set forth below:


 


********


 


Section
1.Definitions. For the purposes hereof, the following terms shall have the following meanings:


 


	 	(a)	“Common
    Stock” means the Corporation’s common stock, par value $0.0001 per share.
	 	 	 
	 	(b)	“Person”
    means a corporation, an association, a partnership, an organization, a business, an individual, a government or political
    subdivision thereof or a governmental agency.


 


Section
2.Designation and Amount. The series of preferred stock shall be designated as Series C Preferred Stock (the “Series
C Stock”) and the number of shares so designated shall be 40,000,000 shares.


 


Section
3.Rights and Powers.


 


	 	(a)	Economic
    Rights. The Series C Stock shall have no economic rights to receive any distributions or other assets of the Corporation.
	 	 	 
	 	(b)	Dividend
    Rights. The Series C Stock shall have no dividend rights except as may be declared by the Board in its sole and absolute
    discretion, out of funds legally available for that purpose.
	 	 	 
	 	(c)	Vote.
    The holders of shares of Series C Stock (each, a “Holder” and collectively, the “Holders”) shall be
    entitled to vote on all matters requiring a shareholder vote of the Corporation and each shareholder of record of Series C
    Stock shall have one (1) vote for each Series C Stock share outstanding in his, her or its name on the books of the Corporation
    relative to each Common Stock share.



 



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	 	(d)	Conversion.
    At the option of the Holder (subject to the last sentence of this Section 3(d)) each share of Series C Stock shall be convertible
    into two (2) shares of Common Stock of the Company. There shall be no adjustment to the conversion ratio set forth in the
    immediately preceding sentence in the event of a reverse stock split or forward stock split of the Common Stock or for any
    other reason. Notwithstanding the forgoing, no Holder shall have any right to convert any shares of Series C Stock into shares
    of Common Stock until the time that there are sufficient shares of Common Stock of the Company authorized to permit the conversion
    of all authorized shares of Series C Stock.


 


Section
4. Miscellaneous.


 


	 	(a)	Notices.
    Any and all notices or other communications or deliveries to be provided by the Holders shall be in writing and delivered
    personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the Corporation at the primary
    offices of the Corporation. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder
    shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service addressed
    to each Holder at the facsimile telephone number or address of such Holder appearing on the books of the Corporation, or if
    no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other
    communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission,
    if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior
    to 5:30 p.m. (Eastern time), (ii) the date after the date of transmission, if such notice or communication is delivered via
    facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (Eastern time) on any date and
    earlier than 11:59 p.m. (Eastern time) on such date, (iii) the second Business Day (as defined below) following the date of
    mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such
    notice is required to be given.
	 	 	 
	 	(b)	Absolute
    Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair
    the obligation of the Corporation, which is absolute and unconditional, to pay the liquidated damages (if any) on, the shares
    of Series C Stock at the time, place, and rate, and in the coin or currency, herein prescribed.
	 	 	 
	 	(c)	Lost
    or Mutilated Series C Stock Certificate. If a Holder’s Series C Stock certificate shall be mutilated, lost, stolen
    or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated
    certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares
    of Series C Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction
    of such certificate, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Corporation.



 



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	 	(d)	Governing
    Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation
    shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard
    to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations,
    enforcement and defense of the Series C Stock (whether brought against a party hereto or its respective affiliates, directors,
    officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the State of Florida
    (the “Florida Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Florida
    Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
    or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
    that it is not personally subject to the jurisdiction of any such court, or such Florida Courts are improper or inconvenient
    venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being
    served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
    (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation
    and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
    herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby
    irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
    arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If either party shall
    commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in
    such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses
    incurred with the investigation, preparation and prosecution of such action or proceeding.
	 	 	 
	 	(e)	Waiver.
    Any waiver by the Corporation or the Holder of a breach of any provision of this Certificate of Designation shall not operate
    as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate
    of Designation. The failure of the Corporation or the Holder to insist upon strict adherence to any term of this Certificate
    of Designation on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to
    insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver must be in writing.



 



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	 	(f)	Severability.
    If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate
    of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless
    remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest
    due hereunder violates applicable laws governing usury, the applicable rate of interest due hereunder shall automatically
    be lowered to equal the maximum permitted rate of interest.
	 	 	 
	 	(g)	Next
    Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a day on which banks
    are generally required or authorized to be open for business in the State of Florida (a “Business Day”), such
    payment shall be made on the next succeeding Business Day.
	 	 	 
	 	(h)	Headings.
    The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall
    not be deemed to limit or affect any of the provisions hereof.


 


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IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be executed in its name by the undersigned, thereunto duly authorized,
this 19th day of July, 2016.


 


	 	By:	/s/
    David Cohen
	 	 	David
    Cohen
	 	 	Chief
    Executive Officer


 




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