Exhibit
4.2


 


AMENDED
AND RESTATED WARRANT AGREEMENT


 


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. 


 


NOTICE
IS HEREBY GIVEN THAT THIS WARRANT WAS ISSUED BY THE COMPANY AS PART OF AN “INVESTMENT UNIT” CONSISTING OF THE WARRANT AND
SHARES OF THE COMPANY’S COMMON STOCK, THAT THE WARRANT IS NON-DETACHABLE FROM SUCH SHARES OF COMMON STOCK AND THEREFORE THE WARRANT
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT IN CONJUNCTION WITH A SIMULTANEOUS TRANSFER, SALE, ASSIGNMENT OR HYPOTHECATION
OF THE SHARES OF COMMON STOCK TO WHICH THE WARRANT IS ATTACHED. ANY OTHER TRANSFER SHALL BE DEEMED BY THE COMPANY TO BE NULL AND VOID.


 


	Warrant
    No. 20__-___	 
	 	The
    “Holder”


 


GAUCHO
GROUP HOLDINGS, INC.


 


AMENDED
AND RESTATED COMMON STOCK PURCHASE WARRANT


 


1.
Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged
by GAUCHO GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), the Holder named above or registered
and permitted assigns (collectively the “Holder”) is hereby granted the right to purchase at any time until 5:00 P.M.,
Eastern time, on ________ ___, 20__ (the “Expiration Date”), up to ________________ (_____________) fully paid and
non-assessable shares of the Company’s Common Stock, US $0.01 par value per share (the “Common Stock”), at an
exercise price of US $0.50 per share (the “Exercise Price”), subject to further adjustment as set forth herein. This
Warrant is one in a series of warrants (the “Series Warrants”) being issued by the Company to investors with identical
terms and on the same form as set forth herein (except that the holder, number of shares, exercise price, and date of issuance may differ
in each Warrant). This Warrant is only effective upon the Mandatory Conversion Date of the convertible Amended and Restated Promissory
Note dated ______, ____, 2022 (the “Note”).


 


2.
Exercise of Warrants. This Warrant is exercisable in whole or in part at any time and from time to time prior to the Expiration
Date provided that the Company has sufficient authorized but unissued Common Stock or other securities constituting such number of shares
of its Common Stock as shall be required for issuance upon exercise of this Warrant (the “Warrant Shares”). Such exercise
shall be effectuated by submitting to the Company (as provided in Section 10 hereof) a completed and duly executed Notice of Exercise
(substantially in the form attached to this Warrant) as provided in this paragraph. The date such Notice of Exercise is faxed or delivered
to the Company shall be the “Exercise Date,” provided that the Holder of this Warrant tenders this Warrant to the Company
within five business days thereafter. If the Holder elects to exercise only a portion of his Warrant, the Company shall issue to the
Holder a new Warrant representing the remaining unexercised Warrants.


 




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(a)
The Notice of Exercise shall be executed by the Holder of this Warrant and shall indicate the number of Warrant Shares then being purchased
pursuant to such exercise. Upon surrender of this Warrant, together with appropriate payment of the Exercise Price for the Warrant Shares
purchased, the Holder shall be entitled to receive a certificate or certificates for the Warrant Shares so purchased within ten days.


 


(b)
The Holder has the option of paying the Exercise Price per share of Common Stock for the Warrant Shares then being exercised either in
cash or by certified or official bank check.


 


3.
Warrant Shares. The par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The
Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price
then in effect, and shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.


 


4.
Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor and
date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 


5.
Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either
at law or equity. The rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company
except to the extent set forth herein.


 


6.
Protection Against Dilution and Other Adjustments.


 


(a)
Adjustment Mechanism. If an adjustment of the Exercise Price is required pursuant to Section 6(b), the Holder shall be entitled
to purchase such number of additional shares of Common Stock as will cause (i) the total number of Warrant Shares that the Holder is
entitled to purchase pursuant to this Warrant, multiplied by (ii) the adjusted Exercise Price per share, to equal (iii) the dollar amount
of the total number of Warrant Shares that the Holder is entitled to purchase before adjustment multiplied by the total Exercise Price
before adjustment.


 




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(b)
Capital Adjustments. In case of any stock split or reverse stock split, stock dividend, extraordinary dividend of cash or other
assets, reclassification of the Common Stock, recapitalization, merger or consolidation, sale of assets or like capital adjustment affecting
the Common Stock of the Company, the provisions of this Section 6 shall be applied as if such capital adjustment event had occurred immediately
prior to the date of this Warrant and the original Exercise Price had been fairly allocated to the stock resulting from such capital
adjustment. A rights offering to stockholders shall be deemed a stock dividend to the extent of the bargain purchase element of the rights.


 


(c)
No Adjustment for Spin Off, Merger, or Other Events. If, for any reason, prior to the exercise of this Warrant in full, the Company
spins off or otherwise divests itself of substantially all of its business or operations or disposes of all or of a part of its assets
in a transaction, merges with another entity the result of which the Company has been acquired by such other entity (not including a
merger simply for the purpose of reincorporation), or engages in another transaction, the result of which the Common Stock is no longer
registered under the Securities Exchange Act of 1934, the holder of this Warrant will be entitled to no other consideration upon the
completion of such transaction; provided that the Warrant will for all purposes will be assumed by the surviving entity of such transaction
and will remain outstanding and an obligation of such surviving entity. In the event of such a transaction, the Company shall give the
Holder not less than 30 days’ notice of the Company’s intention to complete such transaction, and the Holder may elect whether
to exercise this Warrant during that period.


 


7.
Representations and Warranties of the Holder.


 


(a)
Holder has received and reviewed such information about the Company’s business and proposed business, assets, financial condition,
management, risks relating to the Company and the business and proposed business in which the Company conducts its operations, and such
other information regarding the acquisition of the Warrant as Holder has (in consultation with such advisors as Holder has deemed appropriate)
determined to be necessary or appropriate in the circumstances; and further acknowledges that Holder or its representatives have been
afforded the opportunity to ask such questions as Holder or its representatives have deemed necessary.


 


(b)
Holder acknowledges that it has had the opportunity to consult with its legal, financial, accounting, tax, and investment advisers regarding
Holder’s personal circumstances and the advisability of Holder’s proposed receipt of the Warrant to the extent that Holder
has determined such consultation to be appropriate.


 


(c)
Holder has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits
and risks of the prospective investment in the Warrant and the Warrant Shares, having been represented by advisors to the extent it deemed
appropriate, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and,
at the present time, is able to afford a complete loss of such investment.


 




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(d)
Holder acknowledges that neither the Warrant nor any of the Warrant Shares have been registered under the Securities Act of 1933, as
amended (the “1933 Act”), or under any state securities or “blue sky” laws of any state of the United
States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and issued pursuant
to an exemption under Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D under the 1933 Act.


 


(e)
Holder is acquiring the Warrant as principal for its own account, for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such
Warrant.


 


(f)
The Warrant is not listed on any stock exchange and no representation has been made to the Holder that that the Warrant will become listed
on any stock exchange. As of the date of issuance of the Note, the Company’s common shares were listed on the Nasdaq Capital Market.
There is no assurance that the Company’s common shares will remain listed on the Nasdaq Capital Market or will be listed on any
other stock exchange.


 


(g)
Holder is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having
application in the jurisdiction in which Holder is resident (the “International Jurisdiction”) which would apply to
the acquisition, exercise and disposition of the Warrant and the Warrant Shares.


 


(h)
Holder is receiving the Warrant pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or,
if such is not applicable, Holder is permitted to receive the Warrant under the applicable securities laws of the securities regulators
in the International Jurisdiction without the need to rely on any exemptions.


 


(i)
Holder is not aware of any advertisement of the Warrant or the Warrant Shares and is not acquiring the Warrant as a result of any form
of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general
solicitation or general advertising.


 


8.
Restricted Securities.


 


(a)
The Holder understands that neither the Warrant nor the Warrant Shares are registered under the 1933 Act, as amended, and the Company
has not made any undertaking to register either the Warrant or the Warrant Shares under the 1933 Act except as hereinafter expressly
provided. The Holder represents that the Warrant is being acquired by it and that, if at the time of Warrant exercise there is no effective
registration statement, the Warrant may only be exercised to the extent an exemption from registration under federal and applicable state
law exists for such exercise, and in such event the Warrant Shares will be acquired by it for investment purposes and all certificates
for the shares issued upon exercise of the Warrant will bear the following legends:


 




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NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SEcurities act of 1933, as amended (the “1933 Act”) AND
ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 of the 1933 ACt, AND, UNLESS SO REGISTERED, MAY NOT 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, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, the availability
of which is to be established by an opinion of legal counsel or other evidence reasonably satisfactory to the Company that an exemption
is available for such sale AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


(b)
The Holder represents and warrants to the Company:


 


(i)
An investment in the Company constitutes a high degree of risk, and there can be no assurance that the Holder will receive any portion
of its investment returned to it at any time. By executing this understanding, the Holder acknowledges that it understands the risks
involved and it is willing and able to withstand the possible complete loss of the Holder’s investment;


 


(ii)
The Holder understands that the future conduct of the Company’s business is dependent upon a number of factors and there is no
assurance that the Company will be able to conduct its operations as contemplated in this Warrant Agreement or in any other information
given to the Holder;


 


(iii)
The Holder acknowledges that it has received and reviewed such information regarding the Company, its management, its assets, financial
condition, and operations, as the Holder has deemed necessary or appropriate for the purposes of considering the exercise of this Warrant.
Specifically, and without limitation of the generality of the foregoing, the Holder acknowledges that it has reviewed the Company’s
most recent reports as filed with the Securities and Exchange. Commission. The Holder further represents that it has reviewed information
relating to the Company, its management, its financial statements, its assets and operations as the Holder has deemed necessary with
its legal, investment, tax, and financial advisors to the extent the Holder has deemed such consultation appropriate. The Holder has
also consulted with such advisors with regard to the advisability of this transaction to the extent the Holder has deemed such consultation
to be appropriate. The Holder acknowledges that the Company has advised it that it recommends that the Holder obtain such advice and
consultation.


 




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(iv)
The Holder is acquiring the securities upon exercise of the Warrant for its own account and not on behalf of any other person or entity.
The securities are being acquired for investment purposes and not for resale or distribution; the Holder understands that there are severe
limitations on its ability to resell the Warrant Shares, and that these limitations are established in part in federal and applicable
state laws regulating the offer and sale of securities. The Holder understands that neither the Company nor any other person has any
obligation to redeem or repurchase the Warrant Shares at any time. The Holder’s present financial condition is such that it is
unlikely that it would be necessary for the Holder to dispose of the Warrant Shares in the foreseeable future.


 


(v)
The Holder represents that no part of the funds that the Holder used to exercise the Warrant will have been directly or indirectly derived
from, or related to, any activity that may contravene federal, state, or international laws and regulations, including anti-money laundering
laws and regulation including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (USA Patriot Act) and regulations of the U.S. Department of the Treasury’s Office of Foreign Assets Control
(OFAC). The Holder represents that it and its affiliates are not acting directly or indirectly for or on behalf of any person, group,
entity, or nation named by any Executive Order of the U.S. as a terrorist, Specially Designated National and Blocked Person (SDN) or
other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered
by OFAC. The Holder further represents that it and its affiliates also are not engaged in this transaction, directly or indirectly on
behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of any SDN.


 


9.
Exercise and Transfer Restrictions


 


(a)
This Warrant has not been registered under the 1933 Act and has been issued to the Holder for investment and not with a view to the distribution
of either the Warrant or the Warrant Shares. This Warrant may not be exercised, and neither this Warrant nor any of the Warrant Shares
or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence
of an effective registration statement under the 1933 Act relating to such transaction or an opinion of counsel or other evidence reasonably
satisfactory to the Company that registration is not required under the 1933 Act. Each certificate for the Warrant and the Warrant Shares
shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions
on transfer contained in this Section 9.


 


(b)
This Warrant was issued as part of certain “investment units” consisting of the Warrants and shares of Common Stock. The
Warrants are non-detachable from the shares of Common Stock forming the other part of the investment units and may not be sold, transferred
or hypothecated except in conjunction a simultaneous transfer of the shares of Common Stock to which the Warrants are attached.


 




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(c)
Subject to compliance with the restrictions on transfer set forth in this Section 9, each transfer of this Warrant and all rights hereunder,
in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant
at the Company’s address set forth below, together with a written assignment of this Warrant duly executed by the holder or its
agent or attorney. Upon such surrender and delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, if any. A Warrant, if properly assigned in compliance with the provisions hereof,
may be exercised by the new holder for the purchase of shares underlying the Warrant without having a new Warrant issued. Prior to due
presentment for registration of transfer thereof, the Company may deem and treat the registered holder of this Warrant as the absolute
owner hereof (notwithstanding any notations of ownership or writing thereon made by anyone other than a duly authorized officer of the
Company) for all purposes and shall not be affected by any notice to the contrary. All Warrants issued upon any assignment of Warrants
shall be the valid obligations of the Company, evidencing the same rights, and entitled to the same benefits as the Warrants surrendered
upon such registration of transfer or exchange.


 


10.
Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage pre-paid. Any such notice
shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if mailed, two days after
the date of deposit in the United States mails, as follows:


 


	 	(i)	if
    to the Company, to:
	 	 	Gaucho
    Group Holdings, Inc.
	 	 	112
    NE 41st Street, Suite 106
	 	 	Miami,
    FL 33137
	 	 	Attn:
    Scott Mathis, President & CEO
	 	 	Telephone
    No.: 212-739-7650
	 	 	 
	 	(ii)	if
    to the Holder, to the address included in the Company’s records.


 


Any
party may be given notice in accordance with this Section 10 if any of the parties designates another address or person for receipt of
notices hereunder.


 


11.
Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed
by the Company and a majority of the holders of all Warrant Shares issuable upon exercise of the Series Warrants. This Warrant and the
related Note executed concurrently contain the full understanding of the parties hereto with respect to the subject matter hereof and
thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.


 


12.
Dispute Resolution and Venue.


 


(a)
All disputes arising out of or relating to this Warrant Agreement and all actions to enforce this Warrant Agreement shall be adjudicated
in the state or federal courts of Delaware. The parties hereto irrevocably submit to the jurisdiction of such courts in any suit, action
or proceeding relating to any such dispute. So far as is permitted under applicable law, this consent to personal jurisdiction shall
be self-operative and no further instrument or action, other than service of process or as permitted by law, shall be necessary in order
to confer jurisdiction upon the undersigned in any such court.


 




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(b)
This Warrant is made under, shall be construed in accordance with, and shall be governed by the laws of the State of New York without
regard to conflicts of laws principles.


 


13.
Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


14.
Descriptive Headings. Descriptive headings of the several sections of this Warrant are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions hereof.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Warrant effective as of _________ ___, 20__.


 


	 	GAUCHO
    GROUP HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Scott
    L. Mathis, President & CEO


 


Accepted
and agreed,


 


[HOLDER
NAME]


 


	 	 


 




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NOTICE
OF EXERCISE OF WARRANT


 


The
undersigned hereby irrevocably elects to exercise the right, represented by the Amended and Restated Warrant Agreement dated as of ___________
___, 20___ to purchase _________________ shares of the Common Stock of Gaucho Group Holdings,
Inc. at an exercise price of US $0.50 per share, and tenders herewith payment in accordance with said Amended and Restated
Warrant Agreement.


 


_
CASH: US $________________ = (Exercise Price x Warrant Shares)


 


	 	Payment
    is being made by:
	 	_	enclosed
    check
	 	_
    	wire
    transfer


 


I
understand that I may only exercise this Warrant if there is a registration statement relating to the exercise of this Warrant that is
effective under federal, applicable state law and applicable non-U.S. law, or alternatively, if there is an exemption from registration
available under federal, applicable state law, and applicable non-U.S. law (which exemption must be established to the satisfaction of
Gaucho Group Holdings, Inc.).


 


I
understand that Gaucho Group Holdings, Inc. may require that I provide it information regarding my financial status, state of residence,
and other information necessary to determine whether the exercise is subject to an effective registration statement or to determine whether
an applicable exemption is available. To the extent required by the Company to establish an exemption from registration, I will provide
the Company information as to my status as an accredited investor and execute a subscription agreement in the form requested by the Company
provided that form is reasonably consistent with industry custom and practice. Alternatively, I understand that I may deliver a legal
opinion regarding the availability of an exemption from such registration, which legal opinion must be acceptable to Gaucho Group Holdings,
Inc. in its reasonable discretion.


 


I
understand that Gaucho Group Holdings, Inc. may issue the shares subject to this exercise in electronic form only and, in such case,
I will not receive a physical stock certificate.


 


Signed:________________________


 


Date:__________________


 




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