Amendment no. 1 to the Amended and Restated CERTIFICATE OF

DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF
ALGODON WINES & LUXURY DEVELOPMENT GROUP, INC.

PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW

Algodon Wines & Luxury Development Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), DOES HEREBY CERTIFY:

That pursuant to resolutions adopted by unanimous consent of the Board of Directors of the Corporation, the Amended and Restated Certificate of Designation for the Series A Convertible Preferred Stock, dated September 30, 2013 (hereinafter the “Amended and Restated Certificate”), be and hereby is amended as set forth below:

Section 1 of the Amended and Restated Certificate be and it hereby is deleted in its entirety and a new Section 1 be inserted in lieu thereof to read as follows:

1. Designation. A total of 10,097,330 shares of the Corporation’s Preferred Stock shall be designated as “Series A Convertible Preferred Stock.” As used herein, the term “Preferred Stock” means the shares of Series A Convertible Preferred Stock except as the context otherwise requires.

IN WITNESS WHEREOF, this Amendment No. 1 to the Amended and Restated Certificate has been executed on behalf of the Corporation by its Chief Executive Officer, and attested by its Secretary, as of this 21^st day of February, 2017.

Attest: