SUBSCRIPTION
AGREEMENT


 


SUBSCRIPTION AGREEMENT
(this “Agreement” or “Subscription Agreement”) dated as of September ___, 2013 between
CHANTICLEER HOLDINGS, INC., a Delaware corporation having its principal offices at 11220 Elm Lane, Suite 203, Charlotte, NC 28277
(the “Company”) and _________________________ (“Subscriber”), whose names and addresses are
set forth on the Signature Page to this Agreement.


 


WHEREAS, on
the terms and subject to the conditions hereinafter set forth, the Company is offering (the “Offering”) with
respect to ($) Seller of HOTR Units, with each Unit consisting of one (1) common stock and one (1) warrant to purchase common stock
(the “Units”). The Units will be offered to a limited number of individuals or entities who qualify as “accredited
investors” as defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act
of 1933, as amended (the “Securities Act”) (collectively, the “Investors”). Each Unit will
include a Common share will be priced at $3.75 per share. Additionally, Holders shall receive one five-year warrant with a strike
price of five dollars ($5.00) per share. The Units are sometimes hereinafter referred to as the “Securities.”


 


This Offering shall
close on or before September 30, 2013. The Company may extend the Offering upon approval of its Board of Directors.


 


WHEREAS, Subscriber
(who, together with all other subscribers to Units in the Offering, are collectively referred to as “Subscribers”)
desires to acquire the aggregate number of Units set forth on the signature page hereof.


 


NOW, THEREFORE, for
and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:


 


Section
1.Subscription for Units. On the terms and subject to the conditions hereinafter set forth, Subscriber
hereby subscribes for and agrees to purchase from the Company, that number of Units as is set forth on the signature page hereof,
for the purchase price indicated (the “Purchase Price”). The Purchase Price is payable by check made payable to “Chanticleer
Holdings, Inc.” contemporaneously with the execution and delivery of this Subscription Agreement to the Company or by
wire transfer to the following coordinates:


 


	 	RBK:	Paragon Commercial Bank
	 	ABA:	XXXXXXXXX
	 	BNF:	Chanticleer Holdings, Inc.
	 	A/C:	XXXXXXXXXX
	 	Attn:	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
	 	Ref:	____________________


 


Promptly following
a closing at which all or part of Subscriber’s subscription is accepted, Units will be delivered by the Company to Subscriber.


 






    	 



    	 



    

 


Section
2.Representations, Warranties and Covenants of Subscriber. Subscriber hereby represents, warrants
and covenants to the Company that:


 


2.1Subscriber recognizes
that the purchase of the Securities involves a high degree of risk in that (i) an investment in the Company is highly speculative
and only investors who can afford the loss of their entire investment should consider investing in the Securities; (iii) an
investor may not be able to readily liquidate its investment; (iv) transferability of the Securities is limited; and (v) Subscriber
could sustain the loss of its entire investment.


 


2.2Subscriber is
an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities
Act of 1933, as amended (the “Securities Act”) or a non US-Person as such term is defined in Rule 902 of Regulation
S promulgated under the Securities Act, and Subscriber is able to bear the economic risk of an investment in the Securities. In
addition, Subscriber has such knowledge and experience in business and financial matters, including prior investments in non-listed
and non-registered securities, as is necessary in order to evaluate the merits and risks of its investment in the Units.


 


2.3Subscriber has
received and has carefully read and considered the Term Sheet dated August 12, 2013 and the Company’s filings with the Securities
and Exchange Commission (“SEC”). In evaluating the suitability of an investment in the Company, Subscriber has not
relied upon any representations or other information (whether oral or written) received from the Company, its officers, directors,
agents, employees or representatives, except information set forth in this Agreement, the Term Sheet or information that is obtained
from the Company in order to verify such information. Subscriber has been afforded the opportunity to ask questions of and receive
answers from management of the Company concerning the terms and conditions of the Offering and to obtain such additional information
as Subscriber deemed necessary in order to evaluate its investment in the Units.


 


2.4Subscriber understands
that its purchase of the Securities may have tax consequences and that Subscriber must retain its own professional advisors to
evaluate the tax and other consequences of an investment in the Securities. Subscriber has independently evaluated the merits of
its decision to purchase Units pursuant to the transaction documents, and Subscriber confirms that it has been afforded the opportunity
to consult with its business, tax and/or legal counsel in making such decision and has availed itself of that opportunity to the
extent deemed advisable by Subscriber.


 


2.5Subscriber acknowledges
that the Offering has not been reviewed, endorsed or approved by the United States SEC and that the Units are being offered without
registration under the Securities Act in reliance upon the exemption from registration afforded by Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder and without registration under any state securities laws. Subscriber understands
that a legend may be affixed to each certificate evidencing any of the Securities to the effect that the Securities have not been
registered under the Securities Act or any applicable state securities laws and setting forth or referring to the restrictions
on transferability and sale thereof.


 


2.6Subscriber is
purchasing the Units for its own account for investment purposes only and not with a view to or for sale in connection with, or
for purposes of, any “distribution” thereof within the meaning of Section 2(11) of the Securities Act.


 






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2.7Subscriber understands
that the Company reserves the right to reject or limit any subscription in its sole discretion and, subject to any minimum offering
requirements, to hold one or more closings of the Offering at any time. Subscriber further understands that the Company shall not
have any obligation to sell any Units in any jurisdiction in which the sale of Units would constitute a violation of the securities,
“blue sky” or other similar laws of such jurisdiction.


 


2.8Subscriber’s
address set forth on the signature page hereto is its principal residence if Subscriber is an individual or its principal business
address if Subscriber is a corporation or other entity.


 


2.9Subscriber is
not subscribing for the Units as a result of any advertisement, article, notice or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, or presented at any seminar or general meeting.


 


2.10Subscriber has
all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform
Subscriber’s obligations hereunder. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber,
enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief
of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such
enforcement is considered in a proceeding in equity or law. The funds provided for this investment are either separate property
of Subscriber, community property over which Subscriber has the right of control or are otherwise funds as to which Subscriber
has the sole right of management.


 


2.11The Company is
not, with respect to its business operations, except as disclosed in Attachment A hereto, (i) parties to any pending lawsuit or
other legal proceedings, reconciliation or arbitration proceedings or any other governmental investigation or proceedings; (ii)
likely to become parties to any such legal proceedings; and (iii) no other such legal proceeding has been instituted, pending,
and/or threatened against the Company.


 


2.12The execution,
delivery and performance of this Subscription Agreement by Subscriber will not result in any violation of, or conflict with, or
constitute a default under, any of Subscriber’s articles of incorporation or by-laws, if applicable, or any agreement to
which Subscriber is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge
against any of the assets or properties of Subscriber or on the Securities.


 


2.13No consent from
any other person is required in order for Subscriber to execute this Agreement and perform its obligations hereunder, or such consent
has been obtained and a copy has been provided to the Company.


 


2.14Subscriber understands
that the Company intends to pay compensation in connection with the sale of the Units to the extent permitted by law.


 






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2.15Subscriber has
kept confidential the existence of the Offering and the information contained therein or made available in connection with any
further investigation of the Company.


 


2.16Subscriber’s
representations and warranties contained in this Subscription Agreement accompanying this Subscription Agreement do not contain
any untrue statement of a material fact. Subscriber understands that the Company is relying upon the truth and accuracy of the
representations, warranties and agreements of Subscriber set forth herein in making its determination that the Offering and sale
of the Units is exempt from registration under the Securities Act and state securities laws.


 


Section
3.Miscellaneous.


 


3.1Any notice or
other communication required, permitted or provided for hereunder (each, a “Notice”) shall be effective as between
the parties only if given in writing and sent by (a) personal delivery, (b) registered or certified mail (return receipt requested);
or (c) express delivery service, to the Company at 11220 Elm Lane, Suite 203, Charlotte, NC 28277, and to the Subscriber at his
address indicated on the signature page of this Subscription Agreement. Notice shall be deemed to have been duly given and received
(i) if personally delivered, on the date of such delivery, (ii) if mailed, on the date set forth on the return receipt, or (iii)
if delivered by express delivery, on the date of such delivery (as evidenced by the receipt provided to the express delivery service).
If Notice cannot be delivered because of a changed address of which no Notice was given, or the refusal to accept delivery, the
Notice shall be deemed received on the date it is sent (as evidenced by the affidavit of the sender).


 


3.2This Subscription
Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and assigns. This Subscription Agreement sets forth the entire agreement and understanding between the parties as to
the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature
among them.


 


3.3Notwithstanding
the place where this Subscription Agreement may be executed by any of the parties hereto, the Company and Subscriber hereby: (a)
agree that all questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall
be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the
principles of conflicts of law thereof, and (b) all legal proceedings concerning the interpretation, enforcement and defense of
this Subscription Agreement shall be commenced in the Courts of the State of Delaware or the courts of the United States of America
and appellate courts from any thereof (the “Courts”), (c) irrevocably submit to the exclusive jurisdiction of the Courts
for the adjudication of any dispute hereunder (including with respect to the enforcement of this Subscription Agreement); (d) irrevocably
waive and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any of such Courts, or that such suit, action or proceeding is improper; (e) irrevocably waive personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to the other at the address in effect for notices to it under this Subscription
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof (nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law); and (f) irrevocably waive,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Subscription Agreement or the transactions contemplated hereby.


 






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3.4This Subscription
Agreement may be executed in counterparts. Upon the execution and delivery of this Subscription Agreement by the Subscriber, this
Subscription Agreement shall become a binding obligation of the Subscriber with respect to the purchase of Units as herein provided;
subject, however, to the right hereby reserved to the Company to enter into the same agreements with other subscribers and to add
and/or to delete other persons as subscribers.


 


3.5If any provision
of this Subscription Agreement is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable,
the balance of this Subscription Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.


 


3.6No term or provision
contained herein may be modified, amended or waived except by written agreement or consent signed by the party or parties to be
bound thereby. It is agreed that a waiver by either party of a breach of any provision of this Subscription Agreement shall not
operate, or be construed, as a waiver of any subsequent breach by that same party.


 


3.7The parties agree
to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.


 


3.8The obligations
of each Investor under any transaction document are several and not joint with the obligations of any other Investor, and no Investor
shall be responsible in any way for the performance of the obligations of any other Investor under any transaction document. The
decision of each Investor to purchase Shares pursuant to the transaction documents has been made by such Investor independently
of any other Investor. Nothing contained herein or in any transaction document, and no action taken by any Investor pursuant thereto,
shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by the transaction documents. Each Investor acknowledges that no other Investor has acted as agent for such Investor
in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection
with monitoring its investment in the Shares or enforcing its rights under the transaction documents. Each Investor shall be entitled
to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of
the other transaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any
proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same transaction documents
for the purpose of closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor.
If Subscriber is a corporation, limited liability company, partnership, trust or two or more individuals purchasing jointly, Subscriber
shall follow the specific instructions for the Certificate of Corporate, Limited Liability Company, Partnership, Trust and Joint
Purchases at Page 9 hereof.


 






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3.9Subscriber acknowledges
that the subscription made hereby is not binding upon the Company until the Company accepts it. The Company has the right to accept
or reject this subscription in whole or in part in its sole and absolute discretion. If this subscription is rejected in whole,
the Company shall return the Purchase Price to Subscriber, without interest, and the Company and Subscriber shall have no further
obligation to each other by reason of this Subscription Agreement or the subscription made hereby. In the event of a partial rejection
of this subscription, a proportionate amount of the Purchase Price will be returned to Subscriber, without interest.


 


3.10
The Company stock is subject to a nineteen and nine tenths percent (19.9%) beneficial ownership limitation; any ownership by one
individual investor of more than nineteen and nine tenths percent (19.9%) of the Company stock requires approval by the Company’s
shareholders. Additionally, the Company is subject to a nineteen and nine tenths percent (19.9%) issuance limitation for the [AMT
OF WARRANTS] warrant issuance and $[] Secured Subordinate Convertible Note both referred to in the Subscription Agreement dated
[DATE]. Any issuance of Company common stock from this particular transaction above nineteen and nine tenths percent (19.9%) of
the total outstanding shares as of [DATE] requires Shareholder approval. The Company intends to seek required Shareholder approval
if necessary.


 


[Remainder of Page Intentionally Blank,
Signature Blank, Signature Page Follows]


 






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SIGNATURE
PAGE FOR INDIVIDUAL INVESTOR


 


IN WITNESS WHEREOF,
this Subscription Agreement has been executed by Subscriber and by the Company on the respective dates set forth below.


 


 


 


	 	 	 	 	 
	Signature	 	 	Signature (If Units Purchased Jointly)
	 	 	 	 	 
	Name:	___________	 	Name 	 
	 	 	 	 	Please Print
	 	 	 	 	 
	Address 	 	 	Address 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Telephone # 	 	 	Telephone # 	 
	 	 	 	 	 
	Fax #	 	 	Fax #	 
	 	 	 	 	 
	Email:	 	 	Email:	 
	 	 	 	 	 
	Social Security # 	 	 	Social Security # 	 
	 	 	 	 	 
	Date: 	 	 	Date: 	 


 


 


Number of Units Subscribed For: __________


 


Purchase Price: ______


 


Form of joint ownership of Units (if applicable):            o
JTTEN o JTWROS o JTTIC


 


Exact Name in Which Securities are to be Registered: _________________________________


 


Subscription Accepted:


 


CHANTICLEER HOLDINGS, INC.


 


 


By: ___________________________________


        Name: _________________________________________


        Title: ______________________________


 


Date: _________________


 






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SIGNATURE
PAGE FOR PARTNERSHIP, CORPORATION,

LIMITED LIABILITY COMPANY OR TRUST


 


IN WITNESS WHEREOF,
the undersigned has executed this Subscription Agreement on the date set forth below.


 


 


	 	 	 	 	 
	Name of partnership, corporation, limited liability	 	 	 
	company or trust	 	 	 	 
	 	 	 	 	 
	By: 	 	 	Federal Tax ID Number 	 
	 	 	 	 	 
	Name: 	 	 	 	 
	 	 	 	 	 
	Title: 	 	 	State of Organization 	 
	 	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Telephone:	 	 	 	 
	 	 	 	 	 
	Fax:	 	 	 	 
	 	 	 	 	 
	Email:	 	 	 	 
	 	 	 	 	 
	Date: 	 	 	 	 


 


 


Number of Units Subscribed For: ________


 


Purchase Price: __________________________


 


Exact Name in Which Securities are to be Registered: _________________________________


 


Subscription Accepted:


 


CHANTICLEER HOLDINGS, INC.


 


 


By: ___________________________________


        Name: _________________________________________


        Title: ______________________________


 


Date: _________________


 


 



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SPECIAL SUBSCRIPTION INSTRUCTIONS FOR CORPORATE, PARTNERSHIP,
LIMITED LIABILITY COMPANY, TRUST AND JOINT PURCHASERS


 


If Subscriber is a
corporation, partnership, limited liability company, trust, or other entity or joint purchaser, the following additional instructions
must be followed. INFORMATION ADDITIONAL TO THAT REQUESTED BELOW MAY ALSO BE REQUIRED BY THE COMPANY IN SOME CASES.


 


1.Certificate.
Subscriber must date and sign the Certificate below, and, if requested by the Company, Subscriber may also be required to provide
a copy of (a) the corporation’s articles of incorporation, bylaws and authorizing resolution, (b) the partnership agreement,
(c) the limited liability company’s certificate of formation or articles of organization, as applicable, and limited liability
company agreement, operating agreement or similar agreement governing the rights and obligations of the members of the limited
liability company, or (d) the trust agreement, as applicable.


 


2.Subscription Agreement.


 


(a)Corporations. An authorized officer of the
corporation must date, sign, and complete the Subscription Agreement with information concerning the corporation. The officer should
print the name of the corporation above his signature, and print his name and office below his signature.


 


(b)Partnerships. An authorized partner must date,
sign, and complete the Subscription Agreement with information concerning the partnership. The partner should print the name of
the partnership above his signature, and print his name and the words “general partner” below his signature.


 


(c)Limited Liability Companies. An authorized
member or manager must date, sign, and complete the Subscription Agreement with information concerning the limited liability company.
The member or manager should print the name of the limited liability company above his signature, and print his name and the word
“member” or “manager” below his signature.


 


(d)Trusts. In the case of a trust, the authorized
trustee should date, sign, and complete the Subscription Agreement with information concerning the trust. The trustee should print
the name of the trust above his signature, and print his name and the word “trustee” below his signature. In addition,
an authorized trustee should also provide information requested in the Subscription Agreement as it pertains to him as an individual.


 


(e)Joint Ownership. In all cases, each individual
must date, sign, and complete the Subscription Agreement. Joint investors must state if they are purchasing the Shares as joint
tenants with the right of survivorship, tenants in common, or community property, and each must execute the Subscription Agreement
signature page.


 






    	 



    	 



    

 


CERTIFICATE FOR CORPORATE, PARTNERSHIP,


LIMITED LIABILITY COMPANY, TRUST, AND
JOINT SUBSCRIBERS


 


If Subscriber is a
corporation, partnership, limited liability company, trust, joint purchaser, or other entity, an authorized officer, partner, member,
manager or trustee must complete, date and sign this Certificate.


 


 


 


CERTIFICATE


 


I hereby certify that:


 


1.Subscriber has been duly formed is validly and existing
and has full power and authority to purchase the Units and make an investment in Chanticleer Holdings, Inc.


 


 


2.The Subscription Agreement has been duly and validly authorized,
executed, and delivered by Subscriber and constitutes the valid, binding, and enforceable obligation of Subscriber.


 


 


	Date:  	 	 	 
	 	 	 	Name of corporation, partnership, limited liability company, trust or joint purchases
	 	 	 	(please print)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Signature and title of authorized officer, partner, member, manager, trustee, or joint purchaser


 


 



    	 



    	 



    

 


ACCREDITED INVESTOR PROSPECTIVE PARTICIPANT
QUESTIONNAIRE


 


_______________________


 


 


**ALL INFORMATION WILL BE HELD IN STRICTEST
CONFIDENCE**


 


INSTRUCTIONS TO THE PROSPECTIVE INVESTOR: This
Questionnaire is being sent to each prospective participant that has indicated an interest in purchasing Units of Chanticleer Holdings,
Inc. (the “Company”). The purpose of this Questionnaire is to assure the Company that each prospective subscriber to
its Units (“Subscriber”) will meet the standards imposed by Regulation D, promulgated under the Securities Act of 1933,
as amended, the National Securities Markets Improvement Act of 1966, similar exemptions provided by the applicable state securities
laws and regulations promulgated there under (the “Securities Laws”). Since the Units will not be registered, each
subscriber must complete the following Questionnaire.


 


The information provided will be used to determine whether the
prospective purchaser’s Subscription Agreement to purchase Units will be accepted by the Company in light of the requirements
of Securities Laws. In subscribing for Units and furnishing the information requested in this Questionnaire, the Subscriber understands
that the Company will rely on the information provided herein for purposes of such determinations. The Subscriber understands that
a false representation may constitute a violation of law and that any person who suffers damage as a result of a false representation
may have a claim against the Subscriber for damages.


 


The information provided herein by Subscribers will be kept
confidential. However, by signing this Questionnaire, the Subscriber agrees that the Company may present the completed document
to such parties as it deems appropriate if called upon to establish the availability under any Securities Laws.


 


In accordance with the foregoing, the following representations
are hereby made and the following information is furnished by the undersigned subscriber.


 


PART A. GENERAL INFORMATION


 


	NAME(S) OF PROSPECTIVE SUBSCRIBER: 	 


 


		 


 


	Social Security Number or Tax I.D. No.: 	 


 


PART B. INVESTOR INFORMATION


 


		1.	If the prospective Participant is an individual:



 


		(a)	Do you have an individual net worth, or joint net worth with your spouse (including home, automobiles
and furnishings) in excess of $1,000,000?



 


Yes _______ No _______


 






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(b) (i)Did you have individual
income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 for each
of those years?


 


Yes _______ No _______


 


(ii)Do you anticipate for this tax year having
individual income in excess of $200,000, or joint income with your spouse in excess of $300,000?


 


Yes _______ No _______


 


 


		2.	If the prospective Participant is a corporation, partnership, limited liability company, trust
or other entity:



 


		(a)	Is the entity an accredited investor within the meaning of Regulation D of the Securities Act?



 


Yes _______ No _______


 


		(b)	Does the entity, by reason of its own, or of its management’s business or financial experience,
have the capacity to protect its own interests in connection with an investment in the Units?



 


Yes _______ No _______


 


		(c)	Does the entity have substantial experience in evaluating and investing in private placement transactions of securities in
entities similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Units?



 


Yes _______ No _______


 


		3.	Have you purchased the Units for investment purposes and not with a view toward resale or distribution,
and will, prior to any sale or attempted sale of any of the Units, comply with all requirements of the state and federal securities
acts?



 


Yes _______ No _______


 


		4.	Do you understand that Units cannot be readily sold because there will be no public market for
them, that the Units are not suitable for any investor unless he or she has available personal liquid assets to provide for financial
contingencies and that a condition to any sale would be the registration of such interests or the availability of an exception
to such registration requirements?



 


Yes _______ No _______


 


		5.	Is your principal investment objective to secure an economic profit, determined without regard
to any tax benefits which you may receive?



 


Yes _______ No _______


 






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		6.	Do you understand that the Units encompass substantial risks?



 


Yes _______ No _______


 


		7.	Do you acknowledge that no independent due diligence has been undertaken except for that performed
by yourself and your purchaser representative, if applicable?



 


Yes _______ No _______


 


		8.	Do you understand that no attorney-client relationship has arisen in connection with this offering
between any prospective Subscriber and counsel to the Company or between any prospective Subscriber and counsel to any other Investor?



 


Yes _______ No _______


 


9. (a) Do you plan to use a
“Purchaser Representative” to assist you in analyzing this investment?


 


Yes _______ No _______


 


If “Yes”, please provide Purchaser
Representative’s name and address:


 


	 	 
	 	 
	 	 


 


b)
If “No”, do you have such knowledge and experience in financial andbusiness matters that you are capable of evaluating
the merits and risks of this investment?


 


Yes _______ No _______


 


I REPRESENT THAT THE ABOVE INFORMATION IS CORRECT.
I HEREBY AUTHORIZE THE COMPANY TO VERIFY SUCH INFORMATION WITH MY ATTORNEY, BANKER, ACCOUNTANT OR OTHER ADVISORS(S).


 


 


 


	 	 	 	 
	Date: 	 	 	 
	 	 	 	Subscriber’s Signature
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Subscriber’s Signature


 


 



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ATTACHMENT A


 


On
October 12, 2012, Francis Howard (“Howard”), individually and on behalf of all others similarly situated, filed a lawsuit
against Chanticleer Holdings, Inc. (the “Company”), Michael D. Pruitt, Eric S. Lederer, Michael Carroll, Paul I. Moskowitz,
Keith Johnson (The “Individual Defendants”), Merriman Capital, Inc., Dawson James Securities, Inc. (The “Underwriter
Defendants”), and Creason & Associates P.L.L.C. (The “Auditor Defendant”), in the U.S. District Court for
the Southern District of Florida.  The class action lawsuit alleges violations of Section 11 of the Securities Act against
all Defendants, violations of Section 12(a)(2) of the Securities Act against only the Underwriter Defendants, and violations of
Section 15 against the Individual Defendants.  Howard seeks unspecified damages, reasonable costs and expenses incurred in
this action, and such other and further relief as the Court deems just and proper. On October 15th, 2012, the Honorable Judge James
I. Cohn filed an Order setting the Calendar Call for the case for June 13th, 2013, and the Trial Date for the trial period commencing
on June 17th, 2013.  On October 31st, 2012, the Company and the Individual Defendants retained Stanley Wakshlag at Kenny Nachwalter,
P.A. to represent them in this litigation. Requests by the Underwriting Defendants for indemnification were denied.  On November
2nd, 2012, we filed a Joint Motion to Extend Deadline to Respond to Class Action Complaint, requesting that our responsive pleading
deadline be delayed until after a lead Plaintiff is named.  That Motion was approved, and on December 12th, 2012, Howard filed
a Motion to Appoint himself Lead Plaintiff and to Approve his selection of The Rosen Law Firm, P.A. as his Counsel.  An Order
appointing Francis Howard and the Rosen Law Firm as lead Plaintiff and lead Plaintiff’s Counsel was entered on January 4,
2013. Therein, Judge Cohn also reset Calendar Call for October 10, 2013; trial was reset for the two-week period commencing October
15, 2013. On February 19, 2013, Plaintiff filed an Amended Complaint. On April 5, 2013, the Company, Individual Defendants,
and the Auditor Defendant (separately) filed a Motion to Dismiss the action. Plaintiff filed an opposition to Chanticleer Defendants’
(and Auditor Defendants’) Motion to Dismiss on April 22, 2013.  On May 9, 2013, the Company and Individual Defendants
filed a Reply Memorandum of Defendants Chanticleer Holdings, Inc., Michael D. Pruitt, Eric S. Lederer, Michael Carroll, Paul I
Moskowitz, and Keith Johnson in support of their Motion to Dismiss the Amended Class Action Complaint.  Judge Cohn has yet
to make a ruling on the Motions.  On May 20, 2013, the Plaintiff filed a Notice of Voluntary Dismissal without prejudice of
Defendants Dawson James Securities, Inc. and Merrimal Capital, Inc. Pursuant to the Federal Rules of Civil Procedure 41(a)(1)(A).
The Company has and will continue to vigorously defend itself in this matter.


 


On March 26, 2013, our South African operations
received Notice of Motion filed in the Kwazulu-Natal High Court, Durban, Republic of South Africa, filed against Rolalor (PTY)
LTD (“Rolalor”) and Labyrinth Trading 18 (PTY) LTD (“Labyrinth”) by Jennifer Catherine Mary Shaw (“Shaw”).
Rolalor and Labyrinth were the original entities formed to operate the Johannesburg and Durban locations, respectively. On September
9, 2011, the assets and the then-disclosed liabilities of these entities were transferred to Tundraspex (PTY) LTD (“Tundraspex”)
and Dimaflo (PTY) LTD (“Dimaflo”), respectively. The current entities, Tundraspex and Dimaflo are not parties in the
lawsuit. Shaw is requesting that the Respondents, Rolalor and Labyrinth, be wound up in satisfaction of an alleged debt owed in
the total amount of R4,082,636.13 (approximately $442,189). The Company has and will continue to vigorously defend itself in this
matter.


 






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On April 1,
2013, the Company received a subpoena from the Securities and Exchange Commission seeking information regarding our South
African entities’ previous accounting issues. The Company responded as required by the due date of April 30, 2013 and intends
to otherwise comply as required. 


 






    	5