GAUCHO GROUP HOLDINGS, INC. SHARE EXCHANGE AND SUBSCRIPTION AGREEMENTShare Exchange and 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.
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...Securities Exchange Agreement • March 21st, 2022 • Gaucho Group Holdings, Inc. • 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”).
