September 30, 2015


 


Chanticleer Holdings, Inc.


7621 Little Avenue, Suite 414


Charlotte, North Carolina 28226


 


Ladies and Gentlemen:


 


As an inducement to Chanticleer Holdings, Inc.,
a Delaware corporation (“Chanticleer”) to execute the Membership Interest Purchase Agreement (the “Purchase
Agreement”) by and between Chanticleer, LBB Acquisition, LLC, a North Carolina limited liability company (the “Subsidiary”),
the undersigned, the other members of the limited liability company entities listed on Schedule A annexed hereto (such limited
liability companies, the “LBB Entities”) and the LBB Entities, pursuant to which the Subsidiary shall acquire
all of the membership interests of the LBB Entities, Chanticleer agreed to issue the undersigned the number of shares of its common
stock, par value $0.001 per share, listed on the signature page hereto (the “Common Stock”). As an inducement
for the issuance of the Common Stock, the undersigned hereby agrees that he/she shall not,
without the prior written consent of Chanticleer, directly or indirectly, offer for sale, sell, assign, pledge, issue, distribute,
grant any option or enter into any contract for sale of or otherwise dispose of (any such action being hereafter referred to as
a “Transfer”) any shares of Common Stock in violation of the following schedule: (i) one third of the Common
Stock shall be immediately available for Transfer upon the Closing Date (as such term is defined in the Purchase Agreement); (ii)
one third of the Common Stock shall be available for Transfer beginning on the ninetieth (90th) day following the Closing Date;
and (iii) one third of the Common Stock shall be available for Transfer beginning on the one hundred eightieth (180th) day following
the Closing Date.


 


In furtherance of the foregoing, Chanticleer
and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock held by the
undersigned if such transfer would constitute a violation or breach of this Lock-Up Agreement (the “Agreement”).


 


This Agreement shall be binding on the undersigned
and the successors, heirs, personal representatives and assigns of the undersigned.


 


If the undersigned fails to fully adhere to
the terms and conditions of this Agreement, the undersigned shall be liable to Chanticleer for any damages suffered by it by reason
of any such breach of the terms and conditions hereof.  The undersigned agrees that in the event of a breach of any of the
terms and conditions of this Agreement by the undersigned, that in addition to all other remedies that may be available in law
or in equity to the non-defaulting parties, a preliminary and permanent injunction, without bond or surety, and an order of a court
requiring the undersigned to cease and desist from violating the terms and conditions of this Agreement and specifically requiring
the undersigned to perform his/her obligations hereunder is fair and reasonable by reason of the inability of the parties to this
Agreement to presently determine the type, extent or amount of damages that Chanticleer may suffer as a result of any breach or
continuation thereof.


 


This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will
be deemed to constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by
e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 




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This Agreement, the rights and obligations
of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the law
of the State of Delaware without regard to the choice of law provisions thereof. The prevailing party shall be entitled to recover
its reasonable legal fees and expenses from the party not prevailing.


 


The undersigned agrees (a) to furnish upon
request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such
other acts and things, all as Chanticleer may reasonably request for the purpose of carrying out the intent of this Agreement and
the documents referred to in this Agreement.


 


Sincerely,


 





By:
___________________


Name:
_________________







Number of Shares of Common Stock:                                    




 



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SCHEDULE A


 


LBB ENTITIES


 


Cuarto LLC


Noveno LLC


Octavo LLC


Primero LLC


Quinto LLC


Segundo LLC


Septimo LLC


Sexto LLC


LBB LLC




 



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