CERTIFICATE OF ELIMINATION OF THE SERIES B JUNIOR 

PARTICIPATING PREFERRED STOCK OF

CORE MOLDING TECHNOLOGIES, INC.

Core Molding Technologies, Inc., a corporation organized and existing under the laws of the State of

Delaware (the “

Corporation

”), in accordance with the provisions of Section 151(g) of the General

Corporation Law of the State of Delaware, hereby certifies as follows:

FIRST

: That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and

authority granted in the Certificate of Incorporation of the Corporation, as theretofore amended, the Board

of Directors of the Corporation (the “

Board

”), in connection with the Corporation’s Stockholder Rights

Agreement between the Corporation and American Stock Transfer & Trust Company dated as of April

21, 2020 (the “

Rights Agreement

”), by resolution duly adopted, authorized the issuance of a series of one

hundred thousand (100,000) shares of Series B Junior Participating Preferred Stock (the “

Series B

Preferred Stock

”) and established the voting powers, designations, preferences and relative, participating

and other rights, and the qualifications, limitations or restrictions thereof, and, on April 21, 2020, filed a

Certificate of Designation (the “

Series B Certificate of Designation

”) with respect to such Series B

Preferred Stock in the office of the Secretary of State of the State of Delaware.

SECOND

: That no shares of said Series B Preferred Stock are outstanding and no shares thereof will be

issued subject to said Series B Certificate of Designation.

THIRD

: That the Board has adopted the following resolutions:

RESOLVED,

 that the Rights Agreement shall be amended to accelerate the

Final Expiration Date (as defined in the Rights Agreement) to March 31, 2021 and

that the appropriate officers of the Corporation, or any one or more of them, hereby

are authorized and directed in the name and on behalf of the Corporation to enter into

an amendment to the Rights Agreement to effectuate such acceleration; 

RESOLVED FURTHER

, that pursuant to the authority conferred on the Board

by the provisions of Section 151 of the Delaware General Corporation Law (the

“

DCGL

”), the Board hereby eliminates the Series B Preferred Stock, none of which is

currently outstanding and none of which will be issued subject to the Series B

Certificate of Designation therefor, and all such Series B Preferred Stock shall resume

the status of authorized but unissued and non-designated shares of preferred stock; 

RESOLVED FURTHER

, that the appropriate officers of the Corporation, or

any one or more of them, hereby are authorized, in the name and on behalf of the

Corporation, pursuant to Section 151(g) of the DGCL, to execute and file a Certificate

of Elimination of the Series B Preferred Stock with the Secretary of State of the State

of Delaware, which shall have the effect when filed with the Secretary of State of the

State of Delaware of eliminating from the Certificate of Incorporation of the

Corporation, as amended, all matters set forth in the Series B Certificate of

Designation with respect to such Series B Preferred Stock; 

RESOLVED FURTHER

, that the appropriate officers of the Corporation, or

any one or more of them, hereby are authorized and directed in the name and on

behalf of the Corporation to take all other actions and to execute and deliver such

other documents, in addition to those set forth in the foregoing resolutions, as they

may deem necessary or advisable in order to effect the purposes of the foregoing

resolutions, and that all such actions heretofore so taken be, and they hereby are, in all

respects ratified, confirmed and approved.

FOURTH

: That, accordingly, all matters set forth in the Series B Certificate of Designation with respect

to the Series B Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as

heretofore amended, of the Corporation.

FIFTH

: That all Series B Preferred Stock shall resume the status of authorized but unissued and non-

designated shares of Preferred Stock. 

[Signature Page to Certificate of Elimination]

 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its

duly authorized officer this 31 day of March, 2021.

CORE MOLDING TECHNOLOGIES, INC.

By: /s/ John Zimmer 

Name: John P. Zimmer

Title: Executive Vice President, Chief Financial Officer