THIS
TRANSACTION FEE AGREEMENT (this “Agreement”) is made as of the 19th day of June, 2015.


 


BETWEEN:


 


CHANTICLEER
HOLDINGS, INC.


7621
Little Ave., Suite 414


Charlotte,
NC 28226


 


(the
“Company”)


 


OF
THE FIRST PART


 


AND:


 


T.R.
WINSTON & COMPANY, LLC


376 Main
Street


Bedminster, New Jersey 07921


 


(the
“Broker”)


 


OF
THE SECOND PART


 


W
H E R E A S:


 


A. The
Company will enter into a Subscription Agreement (the “Subscription Agreement”) with the purchasers to be identified
on the signature pages of the Subscription Agreement (collectively, the “Investors”) in connection with the placement
of common stock of the Company in the aggregate amount of $1,000,000 - $2,000,000 (the “Common Stock”);


 


B. The
Broker is a licensed broker-dealer with the Financial Industry Regulatory Authority;


 


C. The
Broker introduced the Company to the Investors and assisted the Company in the transactions contemplated by the Subscription Agreement;


 


D. If
the Company closes the transaction contemplated herein, the Company wishes to reward the Broker for its services in the manner
hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the mutual covenants, promises, conditions, warranties and representations hereinafter set forth,
the parties hereto agree as follows:


 


1. The
Company agrees to compensate the Broker as follows: (i) seven percent (7%) of the gross proceeds of the offering, payable at the
Closing (as defined in the Subscription Agreement), and (ii) such number of warrants (the “Broker Warrants”) to Broker
or its designees at the Closing to purchase shares of Common Stock equal to ten percent (10%) of the aggregate number of shares
sold in the transaction. The Broker Warrants shall have a term of exercise that expires five (5) years from the closing date and
shall have an exercise price equal to $3.00. The Broker Warrants shall vest immediately upon issuance and will be exercisable
via a cashless exercise if no registration statement is in effect. Fees shall be paid to Broker in the manner and in the name
designated by Broker.


 




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2. The
Broker shall be entitled to a cash placement fee and warrants (“Tail Fee”), calculated in the manner provide for in
Section 1 above, with respect to any subsequent public or private offering or other financing or capital-raising transaction of
any kind (“Subsequent Financing”) to the extent that such financing or capital is provided to the Company, all or
in part, by Investors whom the Broker had introduced, directly or indirectly, to the Company, if such Subsequent Financing is
consummated at any time with the 18-month period following the Closing of the transaction contemplated herein.


 


3. The
parties hereto, and each of them, covenant and agree that each of them shall and will upon reasonable request by the other party,
make, do, execute or cause to be made, done or executed all such further and other lawful acts, deeds, things, devices and assurances
whatsoever for the better or more perfect and absolute performance of the terms and conditions of this Agreement.


 


4. By
execution hereof, the Company acknowledges that the Broker does not provide investment advice or financial planning services.
In that regard, the Broker is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and
cannot therefore provide any advice regarding the desirability or value of purchasing, selling, transacting in, investing in,
or holding any security. Rather, the Broker’s services will be limited to those properly provided by a licensed broker-dealer
(T.R. Winston & Company, LLC is registered with the FINRA as an “Introducing Broker/Dealer” or “K”
broker/ dealer in accordance with Section 15 of the Securities and Exchange Act of 1934, as amended.)


 


5. The
Company hereby agrees to indemnify and hold harmless the Broker, its managers, members, agents and employees (collectively referred
to as the Broker for purposes of this Section 4) from and against any and all claims, actions, suits, proceedings (including those
of shareholders), damages, liabilities and expenses as incurred by any of them (including the fees and expenses of counsel) which
are related to or arise out of any actions taken or omitted to be taken (including any untrue statements made or omitted to be
made) by the Company or any actions taken or omitted to be taken by the Broker (except in the case of gross negligence or willful
misconduct on the part of such Broker) in connection with the transactions contemplated by the Purchase Agreement or otherwise
related to or arising out of the Broker’s activities on behalf of the Company. The Company shall reimburse Broker for all
expenses (including the fees and expenses of counsel) incurred by such Broker in connection with investigating, preparing or defending
any such claim, action, suit or proceeding, including in connection with pending or threatened litigation to which Broker is a
party, except in the case of gross negligence or willful misconduct on the part of such Broker.


 


6. This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, administrators, successors
and assigns.


 


7. This
Agreement shall be enforced, governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely within such State. In the event that any provision of this Agreement is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof. The parties hereto
hereby submit to the exclusive jurisdiction of the state courts or the United States Federal Courts located in New York with respect
to any dispute arising under this Agreement or the transactions contemplated hereby. The party which does not prevail in any dispute
arising under this Agreement shall be responsible for all fees and expenses, including attorneys’ fees, incurred by the
prevailing party in connection with such dispute.


 


8. This
Agreement consists of a total of three (3) pages. This Agreement may be signed in any number of counterparts and the combination
of the same shall constitute a binding agreement. A signed copy of this Agreement received via facsimile shall be deemed an original
signature of a party for purposes of making this Agreement a binding agreement.


 




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IN
WITNESS WHEREOF the parties hereto have hereunto executed this Agreement as of and from the day first above written.


 


	 	CHANTICLEER
    HOLDINGS, INC.
	 	 	 
	 	By:	/s/
    Mike Pruitt
	 	Name:	Mike
    Pruitt
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	T.R.
    WINSTON & COMPANY, LLC
	 	 	 
	 	By:	/s/
    G.     Tyler Runnels
	 	Name:	G.
    Tyler Runnels
	 	Title:	Chairman
    & Chief Executive Officer



 



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