EXHIBIT 4.1



 


	RIGHTS
    CERTIFICATE #:	NUMBER
    OF RIGHTS:


 


THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED SEPTEMBER 8, 2015
AND ACCOMPANYING BASE PROSPECTUS (COLLECTIVELY, THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES
OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM Okapi Partners, LLC, the Information
Agent. The Information Agent’s telephone number is (212) 297-0720, (877) 869-0171 (toll free).


 


Incorporated
under the laws of the State of Delaware


 


NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing
Non-Transferable Subscription Rights to Purchase Shares of Common Stock of Chanticleer Holdings, Inc.


 


Subscription
Price: $1.35 per Full Share


 


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


ON
SEPTEMBER 18, 2015, 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 non-transferable subscription
rights (“Rights”) set forth above. Each whole Right entitles the holder Chanticleer Holdings, Inc., a Delaware corporation,
at a subscription price of $[●] per full share (the “Basic Subscription Privilege”), pursuant to a rights offering
(the “Rights Offering”), 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 shares of Common Stock 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 Shares”), any Rights holder that
exercises its Basic Subscription Privilege in full may subscribe for a number of Excess Shares 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 shares 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 share of Common Stock 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.



 





	FORM
    1-EXERCISE OF SUBSCRIPTION RIGHTS	 	FORM
    2-DELIVERY TO DIFFERENT ADDRESS
	 	 	 
	

        To
        subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form
        3 below. To subscribe for shares pursuant to your Over-Subscription Right, please also complete line (b) and sign under
        Form 3 below. To the extent you subscribe for more Shares than you are entitled under either the Basic Subscription Right
        or the Over-Subscription Right, you will be deemed to have elected to purchase the maximum number of shares for which
        you are entitled to subscribe under the Basic Subscription Right or Over-Subscription Right, as applicable.
	 	If
    you wish for the Common Stock underlying your subscription rights, a certificate representing unexercised subscription rights
    or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of
    this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature
    guaranteed under Form 4.
	 	 
	 	 
	 	 
	 	 
	 	 	FORM
    3-SIGNATURE
	(a)
    EXERCISE OF BASIC SUBSCRIPTION RIGHT:	 	 
	 	 	 
	I apply
    for ___	shares x $1.35	=	$_________	 	TO
    SUBSCRIBE: I acknowledge that I have received the Prospectus for the rights offering and I hereby irrevocably subscribe for
    the number of shares indicated under Form 1 above on the terms and conditions specified in the Prospectus. This Form 3 must
    be signed by the registered holder(s) exactly as their name(s) appear(s) on the certificate(s) or by person(s) authorized
    to sign on behalf of the registered holder(s) by documents transmitted herewith.
	(no.
                                         of new shares)
	(subscription price)
	 	(amount enclosed)
	 
	 	 	 	 	 
	(b)
    EXERCISE OF OVER-SUBSCRIPTION RIGHT	 	FORM
    4-SIGNATURE GUARANTEE
	 	 	 
	If
    you have exercised your Basic Subscription Right in full and wish to subscribe for additional shares of Common Stock pursuant
    to your Over-Subscription Right:	 	This
    form must be completed if you have completed any portion of Form 2.
	 	 	 
	I
    apply for ____	shares
    x $1.35	=	$_________	 	Signature
	(no.
                                         of new shares)
	(subscription
                                         price)
	 	(amount
                                         enclosed)
	 	Guaranteed: 	 	 
	 	 	 	 	 	 	(Name of Bank or
    Firm)	 
	 	 	 
	(c)
    Total Amount of Payment Enclosed = $________	 	 
	 	 	 
	METHOD
    OF PAYMENT (CHECK ONE)	 	By: 	 	 
	 	 	 	(Signature of Officer)	 
	[  ]	Check
    or bank draft payable to “Securities Transfer Corporation Account P, as Escrow Agent for Chanticleer Holdings, Inc.”	 	 
IMPORTANT: The signature(s) should be guaranteed by an eligible
                                                                                                                   guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved
                                                                                                                   signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.
	 	 
	[  ]	Wire
    transfer of immediately available funds directly to the account maintained by Securities Transfer Corporation, as Subscription
    Agent, for purposes of accepting subscriptions in this Rights Offering to Vision Bank – Texas, for credit to for Securities
    Transfer Corporation Account P, Chanticleer Holdings, Inc., ABA No. 111925472, further credit to Account Number 207290, with
    reference to the rights holder’s name.	 


  


FOR
INSTRUCTIONS ON THE USE OF CHANTICLEER HOLDINGS, INC.’S NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE, CONTACT Okapi
Partners, LLC, the Information Agent, at (212) 297-0720, (877) 869-0171 (toll free).