Form of Underwriter’s Warrant COMMON STOCK PURCHASE WARRANT GAUCHO GROUP HOLDINGS, INC.Gaucho Group Holdings, Inc. • February 9th, 2021 • Land subdividers & developers (no cemeteries) • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [_______], 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [______], 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gaucho Group Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares2 (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries) • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 21, 2023, is by and among Gaucho Group Holdings Inc., a Delaware corporation with offices located at 112 NE 41st Street, Suite 106, Miami, Florida 33137 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 21, 2023, is by and among Gaucho Group Holdings Inc., a Delaware corporation with offices located at 112 NE 41st Street, Suite 106, Miami, Florida 33137 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2019 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries) • Florida
1,333,334 UNITS CONSISTING OF 1,333,334 SHARES OF COMMON STOCK AND 1,333,334 WARRANTS (EXERCISABLE FOR UP TO 1,333,334 SHARES) OF GAUCHO GROUP HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
The undersigned, Gaucho Group Holdings, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Gaucho Group Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Kingswood Capital Markets, division of Benchmark Investments, Inc., is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE AGREEMENT Dated as of May 6, 2021 by and between GAUCHO GROUP HOLDINGS, INC. and TUMIM STONE CAPITAL LLCCommon Stock Purchase Agreement • May 7th, 2021 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 6, 2021 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Gaucho Group Holdings, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2021 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 6, 2021, is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Gaucho Group Holdings, Inc., a Delaware corporation (the “Company”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • February 21st, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of February 21, 2023 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”), by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”) and the “Warrants” issued pursuant thereto (as such Warrants may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Warrants”); and
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • February 21st, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the 20th day of February, 2023, by and among Gaucho Group Holdings, Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
ContractGaucho Group Holdings, Inc. • October 24th, 2022 • Land subdividers & developers (no cemeteries) • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • October 24th, 2022 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
Neither THE WARRANT, NOR THE SHARES UNDERLYING THE WARRANT, GRANTED HEREUNDER TO WHICH THIS WARRANT AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE securities act of 1933, as amended (the “1933 Act”) AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
DIVERSIFIED PRIVATE EQUITY CORP. CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • May 14th, 2014 • Algodon Wines & Luxury Development Group, Inc. • Delaware
THIS AGREEMENT, dated as of June 24, 2011 (the “Agreement”), is entered into by and among Diversified Private Equity Corp., a Delaware corporation (“DPEC” or the “Company”), located at 135 Fifth Ave., 10th Floor, New York, New York 10010, and the persons listed on Schedule 1 attached hereto (collectively, the “Lenders”).
STOCKHOLDER PLEDGE AGREEMENTStockholder Pledge Agreement • February 21st, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
This STOCKHOLDER PLEDGE AGREEMENT (this “Agreement”), dated as of February 21, 2023, is made by ____________, a ___________, with a principal address at ________________________ (the “Pledgor”), Gaucho Group Holdings Inc., a Delaware corporation with offices located at 112 NE 41st Street, Suite 106, Miami, Florida 33137 (the “Company”), and the Secured Party listed on the signature page hereof (the “Secured Party”).
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 14th, 2014 • Algodon Wines & Luxury Development Group, Inc. • New York
Hollywood Burger Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees with DPEC Capital, Inc., a Delaware corporation (the “Placement Agent”), as follows:
EXCHANGE AGREEMENTExchange Agreement • May 14th, 2014 • Algodon Wines & Luxury Development Group, Inc. • Delaware
THIS EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of September 30, 2010, by and between the members (the “Members”) of INVESTPROPERTY GROUP, LLC, a Delaware limited liability company (“IPG”), and DIVERSIFIED PRIVATE EQUITY CORPORATION, a Delaware corporation (“DPEC”).
WARRANT AGREEMENTWarrant Agreement • February 22nd, 2021 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
THIS WARRANT AGREEMENT made as of February 19, 2021 (the “Issuance Date), between Gaucho Group Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 5th, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
This FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Fourth Amendment”) is entered into as of June 30, 2023 (the “Fourth Amendment Date”), by and between SLVH LLC, a Delaware limited liability company (the “SLVH Member”), and Gaucho Ventures I - Las Vegas LLC, a Delaware limited liability company (the “Gaucho Member”) in respect of LVH Holdings LLC (the “Company”), a Delaware limited liability company.
FIRST AMENDMENT TO THE AGREEMENT FOR THE PURCHASE OF COMMON STOCKCommon Stock Purchase Agreement • March 31st, 2017 • Algodon Wines & Luxury Development Group, Inc. • Land subdividers & developers (no cemeteries) • Colorado
THIS FIRST AMENDMENT TO THE COMMON STOCK PURCHASE AGREEMENT, (this “First Amendment”) made this 17th day of January, 2017, by and between Algodon Wines & Luxury Development Group, Inc., (hereinafter referred to as (“Algodon” or “Seller”), and China Concentric Capital Group Ltd., (“Purchaser”). The Seller and the Purchaser may be referred to herein singularly as a “Party” and collectively, as the “Parties”.
February 8, 2023 3i, LP New York, NY 10005 Nomis Bay, Ltd. Wessex House 3rd Floor Hamilton, HM 12 Bermuda BPY Limited Wessex House 3rd Floor Hamilton, HM 12 Bermuda Re: Modification to Purchase Agreement Dear Sirs:Letter Agreement • February 8th, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
Reference is made to (a) that certain Securities Purchase Agreement dated as of November 3, 2021 (the “Purchase Agreement”) between the Company and the purchasers identified therein, which are the same as the three addressees listed above (collectively, the “Investors”), (b) a series of certain Amendment and Exchange Agreements dated as of February 22, 2022, September 22, 2022 and November 30, 2022 between the Company and the Investors, (c) those certain letter agreements between the Company and the Investors on each of May 2, 2022, May 12, 2022, and July 1, 2022, (d) a series of senior secured convertible notes of the Company issued to the Investors (the “Notes”), (e) and the other transaction documents, as modified from time to time, referred to collectively, as the “Transaction Documents”. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement, or if not defined therein, in the Notes, or if not defined therein, in the applicable
FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • October 5th, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
This First Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of October 5, 2023 (the “Effective Date”) is entered into by and between Gaucho Group Holdings Inc., a Delaware corporation (the “Company”), and , (the “Purchaser”).
SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • October 10th, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
This Second Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of October 9, 2023 (the “Effective Date”) is entered into by and between Gaucho Group Holdings Inc., a Delaware corporation (the “Company”), and , (the “Purchaser”).
HOLLYWOOD BURGER HOLDINGS, INC. AND DPEC CAPITAL, INC. WARRANT AGREEMENT Dated as of March 11, 2010Warrant Agreement • May 14th, 2014 • Algodon Wines & Luxury Development Group, Inc. • Delaware
WARRANT AGREEMENT dated as of March 11, 2010 between HOLLYWOOD BURGER HOLDINGS, INC., a Delaware corporation (the “Company”), and DPEC CAPITAL, INC. (the “Placement Agent”) and its assignees or designees (each hereinafter sometimes referred to with the Placement Agent as a “Holder” or the “Holder(s)”).
AMENDED REVISED SECOND EXTENSION AND FIRST MODIFICATION OF OCTOBER 1, 2012 PLACEMENT AGENT AGREEMENTAgent Agreement • September 12th, 2014 • Algodon Wines & Luxury Development Group, Inc. • Land subdividers & developers (no cemeteries)
This shall confirm that Algodon Wines & Luxury Development Group, Inc., a Delaware corporation (the “Company”) and DPEC Capital, Inc., a Delaware corporation (the “Placement Agent”), hereby agree to extend and modify the terms of their Placement Agent Agreement, dated October 1, 2012 (hereinafter the “PAA”), as extended and modified by the Revised Second Extension and First Modification of the PAA, dated June 30, 2014 and the First Extension of Placement Agent Agreement, dated June 30, 2013.
SECOND AMENDMENT OF LEASEOf Lease • March 30th, 2016 • Algodon Wines & Luxury Development Group, Inc. • Land subdividers & developers (no cemeteries)
Amendment dated as of July 10, 2015, between 135 FIFTH AVENUE, LLC having an office at 441 Lexington Avenue, New York, New York 10017 ("Landlord"), and ALGODON WINES & LUXURY DEVELOPMENT GROUP, INC. (formerly known as Diversified Biotech Holdings Corp.) ("Tenant"), having an office at 135 Fifth Avenue, New York, New York 10010
GAUCHO GROUP HOLDINGS, INC. SHARE EXCHANGE AND SUBSCRIPTION AGREEMENTConfidential Subscription Agreement • March 21st, 2022 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries) • Delaware
THIS CONFIDENTIAL SUBSCRIPTION AGREEMENT HAS BEEN PREPARED FOR DISTRIBUTION TO A LIMITED NUMBER OF PERSONS (EACH AN “INVESTOR” OR “STOCKHOLDER”) WHO ARE ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE 1933 ACT TO ASSIST THEM IN EVALUATING A PROPOSED INVESTMENT IN THE SECURITIES. THIS DOCUMENT CONSTITUTES AN OFFER ONLY TO THE PERSON TO WHOM IT IS DELIVERED BY THE COMPANY. SUBSCRIPTIONS WILL BE ACCEPTED ONLY FROM PERSONS DEEMED ELIGIBLE UNDER THE CRITERIA SET FORTH IN THIS DOCUMENT. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION WHETHER OR NOT FUNDS HAVE BEEN RECEIVED BY THE COMPANY.
January 11, 2016 Mr. Scott L. MathisArbitration Agreement • March 30th, 2016 • Algodon Wines & Luxury Development Group, Inc. • Land subdividers & developers (no cemeteries) • New York
We are pleased that Algodon Wines & Luxury Development Group, Inc. (“Algodon” or the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.
ALGODON GLOBAL PROPERTIES, LLC AND DPEC CAPITAL, INC. WARRANT AGREEMENT Dated as of July 18, 2008Warrant Agreement • May 14th, 2014 • Algodon Wines & Luxury Development Group, Inc. • Delaware
WARRANT AGREEMENT dated as of July 18, 2008 between ALGODON GLOBAL PROPERTIES, LLC, a Delaware limited liability company (the “Company”), and DPEC CAPITAL, INC. (the “Placement Agent”) and its assignees or designees (each hereinafter sometimes referred to with DPEC Capital, Inc. as a “Holder” or the “Holders”).
EXTENSION OF TERMINATION DATE OF PRIVATE PLACEMENT OFFERINGPlacement Agent Agreement and Warrant Agreement • March 30th, 2016 • Algodon Wines & Luxury Development Group, Inc. • Land subdividers & developers (no cemeteries)
This shall confirm that Algodon Wines & Luxury Development Group, Inc., a Delaware corporation (the “Company”) and DPEC Capital, Inc., a Delaware corporation (the “Placement Agent”), hereby agree to extend and modify the terms of their Placement Agent Agreement, dated October 1, 2012 (hereinafter the “PAA”), as initially extended by the First Extension of Placement Agent Agreement, dated June 30, 2013 and by the Amended Revised Second Extension of Placement Agent Agreement, dated June 30, 2014. Except as expressly modified herein, all of the terms and provisions set forth in the PAA shall remain in full force and effect, and all capitalized terms used herein shall have the same meanings therein. The modifications to the PAA are as follows:
Re: Modification to Purchase AgreementLetter Agreement • August 11th, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
Reference is made to (a) that certain Securities Purchase Agreement dated as of February 21, 2023 (the “Purchase Agreement”) between the Company and the purchaser identified therein, which are the same as the addressee listed above (collectively, the “Investor”), (b) a senior secured convertible note of the Company issued to the Investor (the “Note”), (c) and the other transaction documents, as modified from time to time, referred to collectively, as the “Transaction Documents”. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement, or if not defined therein, in the Note, or if not defined therein, in the applicable Transaction Document, in each case as of the date hereof.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 14th, 2014 • Algodon Wines & Luxury Development Group, Inc. • New York
Algodon Wines & Luxury Development Group, Inc., a Delaware corporation (the “Company”), hereby agrees with DPEC Capital, Inc., a Delaware corporation (the “Placement Agent”), as follows:
THE SECURITIES BEING OFFERED BY GAUCHO GROUP HOLDING, INC. HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR APPLICABLE STATE BLUE SKY OR SECURITIES LAWS AND ARE OFFERED UNDER AN EXEMPTION FROM THE REGISTRATION...Gaucho Group Holdings, Inc. • March 21st, 2022 • Land subdividers & developers (no cemeteries)
Gaucho Group, Holdings, Inc., a Delaware corporation (the “Company”) and a current 79% shareholder of Gaucho Group, Inc., a Delaware corporation (“GGI”) is offering to purchase up to 5,266,509 shares of common stock of GGI (the “GGI Shares) in exchange for an aggregate of 1,042,875 shares of common stock of the Company (the “Company Shares”), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Share Exchange and Subscription Agreement (the “Subscription Agreement”) (which, together with the Offer to Purchase, each as may be amended or supplemented from time to time, collectively constitute the “Offer”).
March 29, 2020 Mr. Scott L. Mathis Gaucho Group Holdings, Inc.Gaucho Group Holdings, Inc. • April 1st, 2020 • Land subdividers & developers (no cemeteries) • New York
AGREEMENT FOR THE PURCHASE OF COMMON STOCKAgreement for the Purchase of Common Stock • March 31st, 2017 • Algodon Wines & Luxury Development Group, Inc. • Land subdividers & developers (no cemeteries) • Colorado
THIS COMMON STOCK PURCHASE AGREEMENT, (this “Agreement”) made this 20th day of December, 2016, by and between Algodon Wines & Luxury Development Group, Inc., (hereinafter referred to as (“Algodon” or “Seller”), and China Concentric Capital Group, Inc., (“Purchaser”). The Seller and the Purchaser may be referred to herein singularly as a “Party” and collectively, as the “Parties”.
FIRST AMENDMENT TO THE ESCROW AGREEMENTThe Escrow Agreement • March 31st, 2017 • Algodon Wines & Luxury Development Group, Inc. • Land subdividers & developers (no cemeteries) • Colorado
This First Amendment to the Escrow Agreement (hereinafter “First Amendment”) is made and entered into by and among Algodon Wines & Luxury Development Group, Inc., (hereinafter referred to as (“Seller”), China Concentric Capital Group Ltd. (“Purchaser”) and J. M. Walker & Associates, Attorneys At Law, 7841 Garfield Way, Centennial, CO 80122, who is acting as the Escrow Agent for this transaction (“Escrow Agent”) this 17th day of January 2017.
EXTENSION OF WARRANT AGREEMENT (INITIALLY DATED OCTOBER 1, 2012)Warrant Agreement • March 30th, 2016 • Algodon Wines & Luxury Development Group, Inc. • Land subdividers & developers (no cemeteries)
This shall confirm that Algodon Wines & Luxury Development Group, Inc., a Delaware corporation (the “Company”), hereby agrees with DPEC Capital, Inc., a Delaware corporation (the “Placement Agent”), to extend the terms of their Warrant Agreement, dated October 1, 2012 (the “Warrant Agreement”), to a second offering being conducted by the Company, commencing on or about July 9, 2014 (hereinafter, the “Second Offering”). Except as expressly modified herein, all of the terms and provisions set forth in the Warrant Agreement shall apply with respect to the Second Offering.
