AMENDMENT
TO THE CERTIFICATE OF DESIGNATION OF SERIES B

CONVERTIBLE PREFERRED STOCK OF

GAUCHO GROUP HOLDINGS, INC.


 


PURSUANT
TO SECTION 151 OF THE

DELAWARE GENERAL CORPORATION LAW


 


Gaucho
Group Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter
called the “Corporation”), DOES HEREBY CERTIFY:


 


That
pursuant to resolutions adopted by unanimous consent of the Board of Directors of the Corporation, and the resolutions adopted
by a majority of the Series B Convertible Preferred Stockholders, the Certificate of Designation for the Series B Convertible
Preferred Stock, $0.01 par value per share, dated February 21, 2017 (the “Certificate of Designation”), is amended
as follows:


 


1.
Section 5(a) of the Certificate of Designation be and it hereby is deleted in its entirety and a new Section 5(a) be inserted
in lieu thereof to read as follows:


 


5.
Conversion Rights; Mandatory Conversion. The
holders of the Series B Convertible Preferred Stock shall have the following rights and obligations with respect to the conversion
of such shares into shares of Common Stock:


 


(a)
Voluntary Conversion. Subject to and in compliance with the provisions of this Section 5, on or before January 31,
2020, the holder of shares of Preferred Stock may elect to convert such shares into fully-paid and non-assessable shares of Common
Stock, except that the Company shall not be required to convert less than 2,500 shares of Series B Convertible Preferred Stock
in the event such holder seeks to convert less than all of such holder’s shares. Holders will be notified of the date on
which the right to voluntarily convert provided for herein shall expire. The number of shares of Common Stock that a holder of
Series B Convertible Preferred Stock shall be entitled to receive upon conversion shall be the product obtained by multiplying
the Series B Applicable Conversion Rate (determined as provided in Section 5(b)) by the number of shares of Series B Convertible
Preferred Stock being converted at any time.


 


2.
Section 6(a) of the Certificate of Designation be and it hereby is deleted in its entirety and a new Section 6(a) be inserted
in lieu thereof to read as follows:


 


6.
Redemption.


 


(a)
Redemption of Preferred Stock. Subject to the provisions of Section 5, and any actions previously taken pursuant thereto,
on January 31, 2020 (the “Redemption Date”), the Corporation shall redeem all then-outstanding shares of Series B
Preferred Stock (“Series B Redemption”) for a price per Share equal to the Liquidation Value for such Share, plus
all unpaid accrued and accumulated dividends on such Share (whether or not declared) (the “Series B Redemption Price,”
for all holders collectively, the “Aggregate Series B Redemption Price”). The Aggregate Series B Redemption Price
shall be payable in immediately available funds to the respective holders of the Series B Preferred Stock within sixty (60) days
following the Redemption Date and the Corporation shall contribute all of its assets to the payment of the Aggregate Series B
Redemption Price, and to no other corporate purpose, except to the extent prohibited by applicable Delaware law.


 




    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, this Amendment to the Certificate of Designation has been executed on behalf of the Corporation by its Chief
Executive Officer, and attested by its Secretary, this 3rd day of December, 2019.


 


	 	Gaucho
    Group Holdings, Inc.
	 	 	 
	 	By:	/s/
    Scott     Mathis
	 	Name:
    	Scott
    Mathis
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	Attest:	 	 
	 	 	 
	/s/
    Maria     Echevarria	 	 
	Maria
    Echevarria, Secretary