Exhibit 4.11


 





THIS WARRANT AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER
THE 1933 SECURITIES ACT), NOR MAY THIS WARRANT OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT BE SOLD, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED, UNLESS THE WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE
1933 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE
CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO SUCH EFFECT.


 


COMMON STOCK WARRANT


 


	Warrant Shares:________________	Initial Exercise Date: ____________


 


CHANTICLEER HOLDINGS,
INC., a corporation organized under the laws of the State of Delaware (the “Company”), hereby certifies
that ___________________ or his permitted assigns (the “Holder”), is entitled to purchase from the Company at
any time after the issue date of this Warrant (the “Issue Date”) until 5:00 p.m., Eastern Standard Time on ____________,
2020 (the “Expiration Date”), ________________ (_____________) fully paid and non-assessable Common Shares of
the Company, at a per share purchase price of two dollars and fifty cents ($2.50). The purchase price per share, as adjusted from
time to time as herein provided, is referred to herein as the “Purchase Price.” The number and character of
such Common Shares and the Purchase Price are subject to adjustment as provided herein.


 


As used herein the following
terms, unless the context otherwise requires, have the following respective meanings:


 


(a) The term “Company”
shall include Chanticleer Holdings, Inc. and any corporation which shall succeed or assume the obligations of Chanticleer Holdings,
Inc. hereunder.


 


(b) The term “Common
Shares” includes (a) the Company’s Common Shares, $.0001 par value per share, as authorized on the date hereof,
and (b) any other securities into which or for which any of the securities described in (a) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(c) The term “Other
Securities” refers to any stock (other than Common Shares) and other securities of the Company or any other person (corporate
or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise
of the Warrant, in lieu of or in addition to Common Shares, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Shares or Other Securities pursuant to Section 4 herein or otherwise.


 


(d) The term “Warrant
Shares” shall mean the Common Shares issuable upon exercise of this Warrant.


 


1. Exercise of Warrant.


 


1.1. Number of Shares
Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise
of this Warrant in part in accordance with subsection 1.3, Common Shares of the Company, subject to adjustment pursuant to
Section 3.


 


1.2. Full Exercise.
This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of subscription
attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and simultaneously
surrender of the original Warrant to the Company at its principal office, accompanied by payment, in cash, wire transfer or by
certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of Common
Shares for which this Warrant is then exercisable by the Purchase Price then in effect.


 




    	 



    	 



    

 


1.3. Partial Exercise.
This Warrant may be exercised in part (but not for a fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise shall be the amount obtained
by multiplying (a) the number of whole shares designated by the Holder in the Subscription Form by (b) the Purchase Price
then in effect. On any such partial exercise, the Company, at its expense, will forthwith issue and deliver to or upon the order
of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder
of any applicable transfer taxes) may request, the whole number of Common Shares for which such Warrant may still be exercised.


 


1.4. Company Acknowledgment.
The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise
in accordance with the provisions of this Warrant.


 


1.5. Delivery of Stock
Certificates, etc. on Exercise. The Company agrees that the Common Shares purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this
Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of
this Warrant in full or in part, and in any event within ten (10) business days thereafter, the Company at its expense will cause
to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and non-assessable Common Shares (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then Fair Market Value of one full Common Share, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.


 


1.6 Limitations. 
Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder
upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following
such conversion (or other issuance), the total number of shares of Common Shares then beneficially owned by such Holder and its
affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes
of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed
4.99% of the total number of issued and outstanding Common Shares (including for such purpose the shares of Common Stock issuable
upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. The Holder, upon not less than 61 days’ prior notice to the Company,
may increase or decrease the beneficial ownership limitations provision of this Section, provided that the beneficial ownership
limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section shall
continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the
intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 




    	 



    	 



    

 


2. Adjustment for Reorganization,
Consolidation, Merger, etc.


 


2.1. Reorganization, Consolidation,
Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other person or (c) transfer all or substantially all of its properties or assets to any other person
under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation
of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise
hereof as provided in Section 1, at any time after the consummation of such reorganization, consolidation or merger or the
effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Shares (or Other Securities) issuable
on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash)
to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided
in Section 3.


 


2.2. Continuation of Terms.
Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 2,
this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities and property
receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective
date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any Other Securities,
including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company,
whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 3.


 


3. Extraordinary Events
Regarding Common Stock. In the event that the Company shall (a) issue additional Common Shares as a dividend or other
distribution on outstanding Common Shares, (b) subdivide its outstanding Common Shares, or (c) combine its outstanding
Common Shares into a smaller number of Common Shares, then, in each such event, the Purchase Price shall, simultaneously with the
happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the
number of Common Shares outstanding immediately prior to such event and the denominator of which shall be the number of Common
Shares outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect.
The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events
described herein in this Section 3. The number of Common Shares that the Holder of this Warrant shall thereafter, on the exercise
hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number
of Common Shares that would otherwise (but for the provisions of this Section 3) be issuable on such exercise by a fraction
of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 3) be in
effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.


 


4. Certificate as to
Adjustments. In each case of any adjustment or readjustment in the Common Shares (or Other Securities) issuable on the exercise
of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute
such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional Common Shares (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of Common Shares (or Other Securities) outstanding or deemed to be outstanding,
and (c) the Purchase Price and the number of Common Shares to be received upon exercise of this Warrant, in effect immediately
prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant.


 


5. Reservation of Stock,
etc. Issuable on Exercise of Warrant. The Company will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Warrants, all Common Shares (or Other Securities) from time to time issuable on the exercise of the Warrant.


 


6. Assignment; Exchange
of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred
by any registered holder hereof (a “Transferor”). On the surrender for exchange of this Warrant, with the Transferor’s
endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with an
opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable
securities laws, the Company at its expense, but with payment by the Transferor of any applicable transfer taxes, will issue and
deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or
the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on
the face or faces thereof for the number of Common Shares called for on the face or faces of the Warrant so surrendered by the
Transferor. No such transfers shall result in a public distribution of the Warrant.


 




    	 



    	 



    

 


7. Replacement of Warrant.
On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant,
the Company at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


8. Transfer on the Company’s
Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


9. Notices. All
notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur or (c) three
business days after deposited in the mail if delivered pursuant to subsection (ii) above. The addresses for such communications
shall be: (i) if to the Company to: 11220 Elm Lane, Suite 203, Charlotte, NC  28277, facsimile number (704) 366-2463;
and (ii) if to the Holder: [NAME/ADDRESS]. The Company and the Holder may change their respective addresses for notices by like
notice to the other party.


 


10. Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and
enforced in accordance with and governed by the laws of Delaware without regard to the conflicts of laws provisions thereof. The
headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The
invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.


 


IN WITNESS WHEREOF, the Company has executed
this Warrant as of the date first written above.


 


	 	CHANTICLEER HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	Name: Michael D. Pruitt
	 	 	Title: Chief Executive Officer


 




    	 



    	 



    

 


Exhibit A


FORM OF SUBSCRIPTION


(to be signed only on exercise of Warrant)


 


TO: CHANTICLEER HOLDINGS, INC.


The undersigned, pursuant to the provisions
set forth in the attached Warrant, hereby irrevocably elects to purchase:


 


___________ Common Shares covered by such
Warrant.


The undersigned herewith makes payment of the
full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes
the form of (check applicable box or boxes):


 


		___	$__________ in lawful money of the United States.



 


The undersigned requests that the certificates
for such shares be issued in the name of, and delivered to _____________________________________________________ whose address
is _________________ __________________________________________________________________________________________________________________________________________________________________________


 


The undersigned represents and warrants that
the representations and warranties in Section 2 of the Subscription Agreement (as defined in this Warrant) are true and accurate
with respect to the undersigned on the date hereof.


 


The undersigned represents and warrants that
all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to
registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant
to an exemption from registration under the Securities Act.


 


	Dated:	 	



 


	 	 
	 	(Signature must conform to name of holder as
	 	specified on the fact of the Warrant.)
	 	 
	 	 
	 	 
	 	 
	 	(Address)


 




    	 



    	 



    

 


Exhibit B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of Warrant)


 


For value received, the
undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the
right represented by the within Warrant to purchase the percentage and number of Common Shares of CHANTICLEER HOLDINGS, INC. to
which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of CHANTICLEER HOLDINGS, INC. with full power of substitution in the premises.


 


	Transferees	Percentage Transferred	Number Transferred
	 	 	 
	 	 	 
	 	 	 


 


	Dated:  ______________, _______	 	 
	 	 	(Signature must conform to name of holder as specified on the face of the Warrant)
	 	 	 
	Signed in the presence of:	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	 	 	 
	ACCEPTED AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
	 	 	 
	(Name)	 	 


 




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