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. 


 


	 	Right to Purchase [AMT] Common Shares of Chanticleer Holdings, Inc. (subject to adjustment as provided herein)


 


COMMON STOCK WARRANT


Issue Date: ___________, 2013


 


CHANTICLEER HOLDINGS,
INC., a corporation organized under the laws of the State of Delaware (the “Company”), hereby certifies
that [INVESTOR], or his permitted assigns (the “Holder”), is entitled, subject to
the terms set forth below, to purchase from the Company at any time twelve (12) months after the issue date of this Warrant (the
“Issue Date”) until 5:00 p.m., Eastern Standard Time on _____________, 2018 (the “Expiration Date”),
[AMT] fully paid and non-assessable Common Shares of the Company, at a per share purchase price of five dollars (USD $5.00). 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.
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 issuance
referred to in the Subscription Agreement dated September 30, 2013. 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 September 29, 2013 requires Shareholder approval.
The Company intends to seek required Shareholder approval if necessary.


 




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1.7           Floor.
Any conversion is subject to a one dollar (USD $1.00) floor.


 


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.


 




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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.


 




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


 


	 	CHANTICLEER HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




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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)