[FORM
OF UNIT CERTIFICATE]


 


[FACE
OF SECURITY]


 


	Number
    ________	___________
    Shares


 


 UNITS, EACH UNIT CONSISTING OF ONE SHARE
OF 9% REDEEMABLE SERIES 1 PREFERRED STOCK ,
PAR VALUE $0.0001 PER SHARE, AND ONE SERIES 1 WARRANT 







 


CHANTICLEER
HOLDINGS, INC.


 


SEE
REVERSE SIDE FOR CERTAIN TERMS AND DEFINITIONS


 


This
Certifies that ________________________ is the owner of ___________________________________ fully paid and non-assessable Units
of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized
Attorney upon surrender of this certificate properly endorsed.


 


In
Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed
with the Seal of the Corporation.


 


	●	Dated
    _______________	 	 
	●	 	 	 
	 	President
    	 	Secretary


 


[REVERSE
OF SECURITY]


 


 Each
Unit represented by this certificate is comprised of one share of 9% Redeemable Series 1 Preferred Stock (“Preferred Stock”)
and one Series 1 Warrant (“Warrant”). The Preferred Stock and the Warrants are components of the Units, are not detachable
and are not separately transferable. The terms and provisions of the Warrants included herein shall in all respects be subject
to the Series 1 Warrant certificate issued to the holder, as the same may be corrected, supplemented or amended from time to time
(the “Warrant Certificate”).  The powers, preferences,
rights, qualifications, limitations and restrictions and other terms and provisions of the Preferred Stock included herein
shall in all respects be subject to the provisions of the Certificate of Designation of 9% Redeemable Series 1 Preferred Stock
of the Corporation dated __________, 2016, as the same may be corrected, supplemented or amended from time to time (the “Certificate
of Designation”). The Corporation will provide a copy of the Certificate of Designation to a Holder without charge upon
written request to the Corporation at its principal place of business. This certificate shall be held subject to all of the
provisions of the Certificate of Incorporation and the Bylaws of the Corporation and any amendments thereto, copies of which are
on file at the office of the Corporation and made a part hereof as though the provisions of said Certificate of Incorporation
and Bylaws were imprinted in full on this certificate, to all of which the holder of this certificate, by acceptance hereof, assents
and agrees to be bound. 


 




    	 



    	 	 	 



    

 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations. Additional abbreviations may also be used though not in the list.


 


	TEN
    COM – as tenants in common	UNIF
    GIFT MIN ACT - ___________Custodian ______________ (Minor)
	TEN
    ENT – as tenants by the entireties	under
    Uniform Gifts to Minors Act ________________ (State)
	JT
    TEN – as joint tenants with right of survivorship	UNIF
    TRF MIN ACT - _____________(Custodian) ____________ (Minor)


 


	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	 	IDENTIFYING
    NUMBER OF ASSIGNEE
	For
    value received, the undersigned herby sells, assigns and transfers unto	 
	 	 
	PLEASE
    PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE	 
	 	 
	 	 	Shares


 


represented
by the within Certificate, and hereby irrevocably constitutes and appoints _____________________________
_________________________________________________________________ Attorney to transfer the said shares on the books of the
within-named Corporation with full power of substitution in the premises.


 


Dated,
______________________________ In presence of________________________________________