Form of Underwriter’s Warrant COMMON STOCK PURCHASE WARRANT GAUCHO GROUP HOLDINGS, INC.Common Stock Purchase Warrant • February 9th, 2021 • Gaucho Group Holdings, Inc. • 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).
UNITS CONSISTING OF [____] SHARES OF COMMON STOCK AND [____] WARRANTS (EXERCISABLE FOR UP TO [____] SHARES) OF GAUCHO GROUP HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 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.
