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
