Exhibit 10.1


 


		From
    the Desk of Scott Mathis

     

    Direct:
    212.739.7650

    Fax:
    212.655.0140

    smathis@gauchoholdings.com



 


May
12, 2022


 


[Name
and address of Holder]


 


Re:
Conversion Price Adjustment Notice


 


Dear
Sirs:


 


Reference
is made to (a) that certain Securities Purchase Agreement dated as of November 3, 2021 (the “Purchase Agreement”)
between the Company and the buyers identified therein, including the addressee listed above (the “Investor”), (b)
that certain Amendment and Exchange Agreement dated as of February 22, 2022 between the Company and the Investor, (c) that certain Letter
Agreement dated May 2, 2022 between the Company and the Investor (d) the senior secured convertible note of the Company issued to the
Investor (the “Note”), and (e) 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 Note, or if not defined therein, in the applicable Transaction Document,
in each case as of the date hereof.


 


This
conversions agreement (this “Conversion Agreement”) confirms our recent discussions about, among other matters, certain
modifications to the Note.


 


	 	1.	Pursuant
    to Section 7(g) of the Note, the Company hereby reduces the Conversion Price of the Note to $0.95. The Investor has agreed to convert
    the outstanding Principal of Note at the Conversion Price of $0.95 in an amount equal to 4.90% of the outstanding shares of Common
    Stock of the Company.
	 	 	 
	 	2.	The
    Investor agrees to waive the Amortization Redemption Amount due on the Amortization Date of June 7, 2022 and the associated Amortization
    Redemption Notice due June 2, 2022. Such Amortization Redemption Amount will be due in full on the next scheduled Amortization Date.
	 	 	 
	 	3.	In
    connection with any conversion of the Note in accordance with this Conversion Agreement, the Investor and the Company agree that
    notwithstanding anything to the contrary in any of the Transaction Documents, including Section 12 of the Note, any conversion of
    amounts under the Note pursuant to this Conversion Agreement shall be applied first to the Extended Payments and in the following
    order:


 


	 	a.	Any
    accrued and unpaid Late Charges related to the Principal amount of the May 7 Amortization Redemption Amount converted; then to


 


gaucho
group holdings, Inc. group (nasdaq:vino)


112
NE 41st Street, Suite 106, Miami, FL 33137


(main)
212.739.7700 (fax) 212.655.0140 | www.gauchoholdings.com

 




    	 



    	 



    

 


	 	b.	Any
    accrued and unpaid Interest (not including any Make-Whole Amount) related to the Principal amount of the May 7 Amortization Redemption
    Amount converted; then to
	 	c.	The
    outstanding Principal amount of the May 7 Amortization Redemption Amount converted; then to
	 	d.	Any
    Make-Whole Amount related to the Principal amount of the May 7 Amortization Redemption Amount converted; then to
	 	e.	Any
    accrued and unpaid Late Charges related to the Principal amount of the June 7 Amortization Redemption Amount converted; then to
	 	f.	Any
    accrued and unpaid Interest (not including any Make-Whole Amount) related to the Principal amount of the June 7 Amortization Redemption
    Amount converted; then to
	 	g.	The
    outstanding Principal amount of the June 7 Amortization Redemption Amount converted; then to
	 	h.	Any
    Make-Whole Amount related to the Principal amount of the June 7 Amortization Redemption Amount converted.


 


This
Conversion Agreement is a Transaction Document and is limited as written. As of the date first written above, each reference in the Purchase
Agreement or any other applicable Transaction Document to “this Agreement,” “hereunder,” “hereof,”
“herein,” or words of like import, and each reference in the other Transaction Documents to such Purchase Agreement
or other Transaction Documents (including, without limitation, by means of words like “thereunder,” “thereof”
and words of like import), shall refer to the Purchase Agreement and the other Transaction Documents as modified thereby, and this Conversion
Agreement and the Purchase Agreement and/or the other Transaction Documents modified hereby, as applicable, shall be read together
and construed as a single agreement. The execution, delivery and effectiveness of this Conversion Agreement shall not, except
as expressly provided herein, (A) waive or modify any right, power or remedy under, or any other provision of, any Transaction Document
or (B) commit or otherwise obligate any Purchaser to enter into or consider entering into any other amendment, waiver or modification
of any Transaction Document.


 


All
communications and notices hereunder shall be given as provided in the Transaction Documents. This Conversion Agreement (a) shall
be governed by and construed in accordance with the law of the State of New York, (b) is for the exclusive benefit of the parties hereto
and the beneficiaries of the Purchase Agreement set forth in Section 9(h) of the Purchase Agreement and, together with the other Transaction
Documents, constitutes the entire agreement of such parties, superseding all prior agreements among them, with respect to the subject
matter hereof, (c) may be modified, waived or assigned only in writing and only to the extent such modification, waiver or assignment
would be permitted under the Transaction Documents (and any attempt to assign this Conversion Agreement without such writing shall
be null and void), (d) is a negotiated document, entered into freely among the parties upon advice of their own counsel, and it should
not be construed against any of its drafters and (e) shall survive the satisfaction or discharge of the amounts owing under the Transaction
Documents. The fact that any term or provision of this Conversion Agreement is held invalid, illegal or unenforceable as to any
person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions
hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied
to any person.


 


This
Conversion Agreement is expressly conditioned on the following conditions precedent:


 


	 	(1)	The
    Company’s Board of Directors shall have approved this Conversion Agreement and all undertakings thereto in all respects and
    shall provide written evidence of the same to the Investor by Thursday, May 12, 2022; and
	 	 	 
	 	(2)	The
    Company shall have verified and confirmed with its transfer agent that there are no impediments to the issuance of shares as a result
    of this Conversion Agreement.


 


Kindly
confirm your agreement with the above by signing in the space indicated below and by PDFing an executed copy of this letter to the undersigned,
and which may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one
and the same agreement.


 


[Signatures
follow on next page]


 




    	 



    	 



    

 


	 	Very
    truly yours,
	 	 
	 	GAUCHO
    GROUP HOLDINGS, INC.
	 	 	 
	 	By:	
	 	 	Scott
    L Mathis
	 	 	President
    & Chief Executive Officer


 


	AGREED
    AND ACCEPTED:	 
	 	 
	[Investor]	 
	 	    	 
	By:		   
	Name:	         	 
	Title: