Item 3.03 Material Modification to Rights of Security Holders.

On March 27, 2020, holders of a majority of the issued and outstanding shares of Series B Convertible Preferred Stock (the "Series B Shares") of Gaucho Group Holdings, Inc. (the "Company") approved an amendment to the Certificate of Designation of the Series B Convertible Preferred Stock (the "Third Amendment") and on March 29, 2020, the Board of Directors of the Company unanimously approved the Third Amendment, which extended the period in which holders of the Series B Shares may voluntarily elect to convert such shares into shares of common stock of the Company to December 31, 2020. In addition, the Third Amendment extends the date upon which the Company shall redeem all then-outstanding Series B Shares and all unpaid accrued and accumulated dividends to December 31, 2020. The Third Amendment was filed with the Secretary of State of the State of Delaware on March 30, 2020.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 29, 2020, the Board of Directors unanimously approved an extension to Mr. Mathis' employment agreement with the Company, dated September 28, 2015 (the "Employment Agreement") to expire on December 31, 2020. All other terms of the Employment Agreement remain the same. The Board of Directors also approved the payment of Mr. Mathis' cost of living salary adjustment of 3% for the years 2019 and 2020 to be paid in equal monthly installments beginning January 1, 2021, provided the Company has uplisted to a national stock exchange. The Board of Directors granted a retention bonus to Mr. Mathis that consists of the real estate lot on which Mr. Mathis has been constructing a home at Algodon Wine Estates, to vest in one-third increments over the next three years (the "Retention Period"), provided Mr. Mathis's performance as an employee with the Company continues to be satisfactory, as deemed by the Board of Directors. The current market value of the lot is $115,000, and before ownership of the lot can be transferred to Mr. Mathis, the Company must be legally permitted to issue a deed for the property. Mr. Mathis is eligible to receive a pro-rata portion of the bonus if his employment is terminated before the end of the Retention Period.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 27, 2020, stockholders holding a majority of the issued and outstanding Series B Shares approved the Third Amendment by written consent pursuant to the Company's bylaws and the Delaware General Corporation Law.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits

4.1 Amendment to the Company's Certificate of Designation of the Series B

Convertible Preferred Stock as unanimously approved by the Board of

Directors on March 29, 2020 and the Series B Preferred stockholders on March

27, 2020 and filed with the Delaware Secretary of State

10.1 Retention Bonus Agreement by and between the Company and Scott L. Mathis

dated March 29, 2020

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