RIGHTS
    CERTIFICATE #:	NUMBER
    OF RIGHTS:


 


THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [•], 2016 (THE ’‘PROSPECTUS’’)
AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM ISSUER DIRECT,
the Information Agent. The Information Agent’s telephone number is (919) 744-2722.



 


Incorporated
under the laws of the State of Delaware


 


NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing
Non-Transferable Subscription Rights to Purchase Units of Chanticleer Holdings, Inc.


 


Subscription
Price: $13.50 per Full Unit


 


THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME,


ON
[•], UNLESS EXTENDED BY THE COMPANY


 


REGISTERED
OWNER:


 


THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of the non-transferable subscription
rights (“Rights”) set forth above. Each whole Right entitles the holder to purchase one unit of securities in Chanticleer
Holdings, Inc., a Delaware corporation, at a subscription price of $13.50 per full unit (the “Basic Subscription Privilege”),
pursuant to a rights offering (the “Rights Offering”), subject to proration and on the terms and subject to the conditions
set forth in the Prospectus and the “Instructions as to Use of Chanticleer Holdings, Inc.’s Subscription Rights Certificates”
accompanying this Subscription Rights Certificate. If any units available for purchase in the Rights Offering are not purchased
by other holders of Rights pursuant to the exercise of their Basic Subscription Privilege (the “Excess Units”), any
Rights holder that exercises its Basic Subscription Privilege in full may subscribe for a number of Excess Units pursuant to the
terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the “Over-Subscription
Privilege”). The number of units subscribed for pursuant to this Non-Transferable Subscription Rights Certificate is subject
to reduction as a result of Tax Attribute Considerations as described in the Prospectus. The Rights represented by this Subscription
Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by retuning
the full payment of the subscription price for each unit in accordance with the “Instructions as to Use of Chanticleer Holdings,
Inc. Subscription Rights Certificates” that accompany this Subscription Rights Certificate.


 


This
Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. Witness
the seal of Chanticleer Holdings, Inc. and the signatures of its duly authorized officers.


 


Dated:


 


	President
    and Chief Executive Officer	Secretary


 




    	 



    	 



    


 


DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


 


Delivery
other than in the manner or to the addresses listed below will not constitute valid delivery.


If
delivering by mail, hand or overnight courier:


 


Securities
Transfer Corp.


2591
Dallas Parkway, Suite 102


Frisco,
TX 75034


 


PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


 





 


FOR
INSTRUCTIONS ON THE USE OF CHANTICLEER HOLDINGS INC.’S NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE, CONTACT ISSUER
DIRECT AT (919) 744-2722 OR BY EMAIL AT TRANSFER@ISSUERDIRECT.COM.