CHANTICLEER HOLDINGS, INC. UNIT AGENCY
AGREEMENT


 


UNIT AGENCY AGREEMENT made as of June ,
2012 (“Issuance Date”), between Chanticleer Holdings, Inc., a Delaware corporation, with offices at 11220 Elm Lane,
Suite 203, Charlotte, NC 28277 (“Company”), and Securities Transfer Company, with offices at 2671 Dallas Parkway, Suite
102, Frisco, TX 76034 (“Unit Agent”).


 


WHEREAS, the Company is engaged in a public
offering (the “Offering”) of units (each a “Unit” and collectively, the “Units”), each unit
consisting of one (1) share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and
a warrant to purchase one (1) share of Common Stock for $6.00 per Unit, subject to adjustment as described herein (collectively,
the “Units”); and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission a Registration Statement, No. 333-178307 on Form S-1 (as the same may be amended from time to
time, the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended (the “Act”)
of, among other securities, Units, the Common Stock, the Warrants and the Common Stock issuable upon exercise of the Warrants (the
“Warrant Shares”), and such Registration Statement was declared effective on June ___, 2012; and


 


WHEREAS, the Company desires the Unit Agent
to act on behalf of the Company, and the Unit Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange and separation of the Units; and


 


WHEREAS, the Company desires to provide
for the form and provisions of the Units, the terms upon which they shall be issued and separated, and the respective rights, limitation
of rights, and immunities of the Company, the Units Agent, and the holders of the Units; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Units, when executed on behalf of the Company and countersigned by or on behalf of
the Unit Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and
delivery of this Unit Agency Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1.         Appointment of
Unit Agent. The Company hereby appoints the Unit Agent to act as agent for the Company for the Units, and the Unit Agent hereby
accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


		2.	Units.



 


2.1.         Form
of Unit. Each Unit shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein, and shall be signed by, or bear the facsimile signature of, the Chief Executive
Officer, President, Chief Financial Officer or Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile
of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Unit shall have ceased
to serve in the capacity in which such person signed the Unit before such Unit is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance. All of the Units shall initially be represented by one or more
book-entry certificates (each a “Book-Entry Unit Certificate”).


 


2.2.         Effect
of Countersignature. Unless and until countersigned by the Unit Agent pursuant to this Unit Agreement, a Unit shall be invalid
and of no effect and may not be transferred by the holder thereof.


 


2.3.         Registration.


 






    	 



    	 	



    
 


2.3.1.         Unit
Register. The Unit Agent shall maintain books (“Unit Register”), for the registration of original issuance and
the registration of transfer of the Units. Upon the initial issuance of the Units, the Unit Agent shall issue and register
the Units in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Unit Agent by the Company. To the extent the Units are DTC eligible as of the Issuance Date, all of the Units shall be
represented by one or more Book-Entry Unit Certificates deposited with the Depository Trust Company (the “Depository”)
and registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Book-Entry
Unit Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the
Depository or its nominee for each Book-Entry Unit Certificate; (ii) by institutions that have accounts with the Depository (such
institution, with respect to a Unit in its account, a “Participant”); or (iii) directly on the book-entry records
of the Unit Agent with respect only to owners of beneficial interests that represent such direct registration.


 


If the Units are not DTC Eligible as of
the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Units, the
Company may instruct the Unit Agent regarding making other arrangements for book-entry settlement within ten (10) days after the
Depository ceases to make its book-entry settlement available. In the event that the Company does not make alternative arrangements
for book-entry settlement within ten (10) days or the Unit s are not eligible for, or it is no longer necessary to have the Unit
s available in, book-entry form, the Unit Agent shall provide written instructions to the Depository to deliver to the Unit Agent
for cancellation each Book-Entry Unit Certificate, and the Company shall instruct the Unit Agent to deliver to the Depository
definitive Unit Certificates in physical form evidencing such Units. Such definitive Unit Certificates shall be in substantially
the form annexed hereto as Exhibit A.


 


2.3.2.         Beneficial
Owner; Registered Holder. The term “beneficial owner” shall mean any person in whose name ownership of a beneficial
interest in the Units evidenced by a Book-Entry Unit Certificate is recorded in the records maintained by the Depository or its
nominee. Prior to due presentment for registration of transfer of any Unit, the Company and the Unit Agent may deem and treat
the person in whose name such Unit shall be registered upon the Unit Register (“registered holder”), as the absolute
owner of such Unit and of each Unit represented thereby (notwithstanding any notation of ownership or other writing on the Unit
Certificate made by anyone other than the Company or the Unit Agent), for the purpose of any separation thereof, and for all other
purposes, and neither the Company nor the Unit Agent shall be affected by any notice to the contrary.


 


2.4.         Detachability
of Securities underlying the Units. The securities comprising the Units will not be issued separately and will be separately
transferable as set forth in Section 3.2 below.


 


2.5.         Uncertificated
Units. Notwithstanding the foregoing and anything else herein to the contrary, the Units may be issued in uncertificated form.


 


		3.	Terms of Units.



 


3.1.         Units.
A Unit will be separable during the period commencing on the date that is a minimum of the 30 days from the date of the prospectus
included in the Registration Statement unless the representatives of the underwriters determine that an earlier date is acceptable,
but no later than 45 days from the date of the prospectus included in the Registration Statement (the “Separation Date”).
On the Separation Date, each Unit shall be separable into one share of common stock and a warrant. On the Separation Date the
Units will no longer be quoted.


 


3.2.         Separation
of Units.


 


3.2.1.         Separation.
A registered holder shall separate a Unit by delivering, to the Unit Agent at its offices (i) the Unit Certificate evidencing
the Units to be separated, or, in the case of a Book-Entry Unit Certificate, the Units to be separated (the “Book-Entry
Units”) shown on the records of the Depository to an account of the Unit Agent at the Depository designated for such purpose
in writing by the Unit Agent to the Depository from time to time, and (ii) an election to separate the securities underlying the
Units to be separated (“Election to Separate”), properly completed and executed by the registered holder or, in the
case of a Book-Entry Unit Certificate, properly delivered by the Participant in accordance with the Depository’s procedures.


 






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If either (A) the Unit Certificate or the
Book-Entry Units, or (B) the Election to Separate, is received by the Unit Agent after 5:00 P.M., New York time, on the specified
transfer date, the Units will be deemed to be received and separated on the business day next succeeding the transfer date. If
the date specified as the transfer date is not a business day, the Units will be deemed to be received and separated on the next
succeeding day that is a business day. The validity of any separation of Units will be determined by the Company in its sole discretion
and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Unit Agent.
Neither the Company nor the Unit Agent shall have any obligation to inform a registered holder or the Participant, as applicable,
of the invalidity of any separation of Units.


 


3.3.         Issuance
of Certificates Representing the Securities Underlying the Units. The Unit Agent shall, by 11:00 A.M. New York Time on the
business day following the transfer date of any Unit, advise the Company or the transfer agent and registrar in respect of (a)
the shares of Common Stock and Warrants issuable upon such separation of Units in accordance with the terms and conditions of
this Agreement, (b) the instructions of each registered holder or Participant, as the case may be (to the extent different than
the instructions for the delivery of the Units), with respect to delivery of the shares of Common Stock and Warrants upon such
separation, and the delivery of definitive certificates evidencing the Common Stock and Warrants, as appropriate, (c) in case
of a Book-Entry Unit Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for
each Book-Entry Unit Certificate, or a Participant, as appropriate, evidencing the shares of Common Stock and Warrants after such
separation and (d) such other information as the Company or such transfer agent and registrar shall reasonably require.


 


The Company shall cause the Unit Agent,
by 5:00 P.M., New York time, on the third business day after the termination date, execute, issue and deliver the shares of Common
Stock and Warrants to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered
in such name or names as may be directed by such registered holder or the Participant, as the case may be, to the registered holder
or Participant, as the case may be.


 


In lieu of delivering physical certificates
representing the shares of Common Stock and Warrants issuable upon separation, provided the Company’s transfer agent is participating
in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause
its transfer agent to electronically transmit the shares of Common Stock and shall use its reasonable best efforts to cause its
warrant agent to electronically transmit the shares of Common Stock issuable upon exercise of the Warrants upon separation to the
Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system.
The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described
herein.


 


3.3.3.         Valid
Issuance. All shares of Common Stock and Warrants issued upon the separation of a Unit in conformity with this Unit Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4.         Date
of Issuance. Each person in whose name any such certificate for shares of Common Stock and Warrant is issued shall for all
purposes be deemed to have become the holder of record of such shares on the date on which the Unit was required to be separated
under the terms of this Agreement, irrespective of the date of delivery of any such certificate, except that, if the date of such
separation is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares of Common Stock and Warrants at the close of business on the next succeeding date on which the stock transfer books
are open.


 


3.3.5.         No
Fractional Separation. Units may be separated only in whole numbers of Units. No fractional shares of Common Stock and Warrants
are to be issued upon the separation of the Unit. If fewer than all of the shares of Common Stock or Warrants evidenced by a Unit
Certificate are separated, a new Unit Certificate for the number of Units remaining shall be executed by the Company and countersigned
by the Unit Agent as provided in Section 2 of this Unit Agreement, and delivered to the holder of this Unit Certificate at the
address specified on the books of the Unit Agent or as otherwise specified by such registered holder. If fewer than all the Units
evidenced by a Book-Entry Unit Certificate are separated, a notation shall be made to the records maintained by the Depository,
its nominee for each Book-Entry Unit Certificate, or a Participant, as appropriate, evidencing the balance of the Units remaining
after such separation.


 






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3.3.6.         No
Transfer Taxes. The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid
in connection with any transfer involved in the issue of the shares of Common Stock or the Warrants; and in the event that any
such transfer is involved, the Company shall not be required to issue or deliver any shares of Common Stock or Warrants until
such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax
or other charge is due.


 


		4.	Adjustments.



 


4.1.         Reclassification,
Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Units are outstanding, (i) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another
person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other
disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,
purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders
of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the
Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares
of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent separation of a Unit, the registered holder shall have the right to receive, for each Unit that would
have been separable immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock,
if any, of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Common Stock and Warrants for which this Unit is separable immediately prior to such Fundamental Transaction. If
holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the registered holder shall be given the same choice as to the Alternate Consideration it receives upon any separation of
this Unit following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in
which the Company is not the survivor (the “Successor Entity”) and for which shareholders received any equity
securities of the Successor Entity, to assume in writing all of the obligations of the Company under this Unit Agreement in accordance
with the provisions of this Section 4.1 pursuant to written agreements and shall, upon the written request of the registered holder
of a Unit, deliver to the registered holder in exchange for this Unit created by this Agreement a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to the Unit which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock and Warrants for which the Unit
is separable immediately prior to such Fundamental Transaction, plus any Alternate Consideration (but taking into account the
relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of
such Unit immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental
Transaction the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Unit Agent Agreement and the Unit referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Agreement and the Unit with the same effect as if such Successor Entity had been named as the Company herein.


 


The Company shall instruct the Unit Agent
to mail by first class mail, postage prepaid, to each registered holder of a Unit, written notice of the execution of any such
amendment, supplement or agreement. Any supplemented or amended agreement entered into by the successor corporation or transferee
shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section
4.


 






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The Unit Agent shall be under no responsibility
to determine the correctness of any provisions contained in such agreement relating either to the kind or amount of securities
or other property receivable upon separation of the Units or with respect to the method employed and provided therein for any adjustments
and shall be entitled to rely upon the provisions contained in any such agreement. The provisions of this Section 4.1 shall similarly
apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described above.


 


4.2.         Notices
of Changes in Unit. Upon the occurrence of any event specified in Sections 4.1, then, in any such event, the Company shall
give written notice to each registered holder, at the last address set forth for such holder in the warrant register, of the record
date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or
validity of such event.


 


4.3.         Form
of Unit. The form of Unit need not be changed because of any adjustment pursuant to this Section 4. However, the Company may
at any time in its sole discretion make any change in the form of Unit that the Company may deem appropriate and that does not
affect the substance thereof, and any Unit thereafter issued or countersigned, whether in exchange or substitution for an outstanding
Unit or otherwise, may be in the form as so changed.


 


   5.         Transfer
and Exchange of Units.


 


5.1.         Registration
of Transfer. The Unit Agent shall register the transfer, from time to time, of any outstanding Unit upon the Unit Register,
upon surrender of such Unit for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Unit representing an equal aggregate number of Units shall be issued
and the old Unit shall be cancelled by the Unit Agent. The Units so cancelled shall be delivered by the Unit Agent to the Company
from time to time upon request.


 


5.2.         Procedure
for Surrender of Units. Units may be surrendered to the Unit Agent, together with a written request for exchange or transfer
reasonably acceptable to Unit Agent, duly executed by the registered holder thereof, or by a duly authorized attorney, and thereupon
the Unit Agent shall issue in exchange therefor one or more new Unit s as requested by the registered holder of the Unit s so
surrendered, representing an equal aggregate number of Unit s; provided, however, that except as otherwise provided herein or
in any Book-Entry Unit Certificate, each Book-Entry Unit Certificate may be transferred only in whole and only to the Depository,
to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further,
however, that in the event that a Unit surrendered for transfer bears a restrictive legend, the Unit Agent shall not cancel such
Unit and issue new Unit s in exchange therefor until the Unit Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Unit s must also bear a restrictive legend. Upon any such registration
of transfer, the Company shall execute, and the Unit Agent shall countersign and deliver, in the name of the designated transferee
a new Unit Certificate or Unit Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised
Units.


 


5.3.         Fractional
Units. The Unit Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a Unit Certificate for a fraction of a Unit.


 


5.4.         Service
Charges. A service charge shall be made for any exchange or registration of transfer of Units, as negotiated between Company
and Unit Agent.


 


5.5.         Unit
Execution and Countersignature. The Unit Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Unit Agreement, the Units required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Unit Agent, will supply the Unit Agent with Unit s duly executed on behalf of the Company for such purpose.


 


  6.         Intentionally
Omitted


 


  7.         Other
Provisions Relating to Rights of Holders of Units.


 






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7.1.         No
Rights as Stockholder. Except as otherwise specifically provided herein, a registered holder, solely in its capacity as a
holder of a Unit, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for
any purpose, nor shall anything contained in this Unit Agreement be construed to confer upon a registered holder, solely in its
capacity as the registered holder of a Unit, any of the rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the registered holder of the shares of Common Stock or Warrants which it is then entitled to receive upon the due separation
of a Unit. A Unit does not entitle the registered holder thereof to any of the rights of a stockholder.


 


7.2.         Lost,
Stolen, Mutilated, or Destroyed Units. If any Unit is lost, stolen, mutilated, or destroyed, the Company and the Unit Agent
may on such terms as to indemnity (including obtaining an open penalty bond protecting the Unit Agent) or otherwise as they may
in their discretion impose (which shall, in the case of a mutilated Unit, include the surrender thereof), issue a new Unit of
like denomination, tenor, and date as the Unit so lost, stolen, mutilated, or destroyed. Any such new Unit shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Unit shall
be at any time enforceable by anyone.


 


7.3.         Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock and Warrant Shares that will be sufficient to permit the issuance in full of all outstanding Units issued pursuant
to this Unit Agreement.


 


  8.         Concerning
the Unit Agent and Other Matters.


 


8.1.         Concerning
the Unit Agent. The Unit Agent:


 


a)         shall have no duties or obligations
other than those set forth herein and no duties or obligations shall be inferred or implied;


 


b)         may rely on and shall be held harmless
by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram
or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed
by the proper party or parties;


 


c)         may rely on and shall be held harmless
by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to
its acting as Unit Agent;


 


d)         May consult with counsel satisfactory
to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such
counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or
opinion of such counsel;


 


e)         solely shall make the final determination
as to whether or not a Unit received by Unit Agent is duly, completely and correctly executed, and Unit Agent shall be held harmless
by the Company in respect of any action taken, suffered or omitted by Unit Agent hereunder in good faith and in accordance with
its determination;


 


f)         shall not be obligated to take any
legal or other action hereunder which might, in its judgment subject or expose it to any expense or liability unless it shall have
been furnished with an indemnity satisfactory to it; and


 


g)         shall not be liable or responsible
for any failure of the Company to comply with any of its obligations relating to the Registration Statement or this Unit Agreement,
including without limitation obligations under applicable regulation or law.


 






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8.2.         Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Unit Agent in respect of the issuance or delivery of shares of Common Stock and Warrants upon the separation of Units, but the
Company shall not be obligated to pay any transfer taxes in respect of the Units or such shares of Common Stock or Warrants. The
Unit Agent shall not register any transfer or issue or deliver any Unit Certificate(s) or shares of Common Stock or Warrants unless
or until the persons requesting the registration or issuance shall have paid to the Unit Agent for the account of the Company
the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Company that such tax, if any,
has been paid.


 


8.3.         Resignation,
Consolidation, or Merger of Unit Agent.


 


8.3.1.         Appointment
of Successor Unit Agent. The Unit Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Unit Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Unit Agent in place of the Unit Agent. If the Company shall fail to make such appointment within a period of 30 days
after it has been notified in writing of such resignation or incapacity by the Unit Agent or by the holder of the Unit (who shall,
with such notice, submit his Unit for inspection by the Company), then the holder of any Unit may apply to the Supreme Court of
the State of New York for the County of New York for the appointment of a successor Unit Agent at the Company’s cost. Any
successor Unit Agent (but not including the initial Unit Agent), whether appointed by the Company or by such court, shall be a
corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in
the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject
to supervision or examination by federal or state authority. After appointment, any successor Unit Agent shall be vested with
all the authority, powers, rights, immunities, duties, and obligations of its predecessor Unit Agent with like effect as if originally
named as Unit Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Unit Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor
Unit Agent all the authority, powers, and rights of such predecessor Unit Agent hereunder; and upon request of any successor Unit
Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Unit Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2.         Notice
of Successor Unit Agent. In the event a successor Unit Agent shall be appointed, the Company shall give notice thereof to
the predecessor Unit Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3.         Merger
or Consolidation of Unit Agent. Any corporation into which the Unit Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Unit Agent shall be a party shall be the successor
Unit Agent under this Unit Agreement without any further act.


 


8.3.         Fees
and Expenses of Unit Agent.


 


8.3.1.         Remuneration.
The Company agrees to pay the Unit Agent reasonable remuneration in an amount separately agreed to between Company and Unit Agent
for its services as Unit Agent hereunder and will reimburse the Unit Agent upon demand for all expenditures that the Unit Agent
may reasonably incur in the execution of its duties hereunder. One half of the total Unit Agent fees (not including postage) must
be paid upon execution of this Unit Agreement. The remaining half must be paid within fifteen (15) business days thereafter. An
invoice for any out-of-pocket and/or per item fees incurred will be rendered to and payable by the Company within fifteen (15)
days of the date of said invoice. It is understood and agreed that all services to be performed by Unit Agent shall cease if full
payment for its services has not been received in accordance with the above schedule, and said services will not commence thereafter
until all payment due has been received by Unit Agent.


 


8.3.2.         Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Unit Agent for
the carrying out or performing of the provisions of this Unit Agreement.


 






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8.4.         Liability
of Unit Agent.


 


8.4.1.         Reliance
on Company Statement. Whenever in the performance of its duties under this Unit Agreement, the Unit Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the President of the Company and delivered to the Unit Agent. The Unit Agent may
rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Unit Agreement.


 


8.4.2.         Indemnity.
The Unit Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Unit Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages,
costs and reasonable counsel fees, for anything done or omitted by the Unit Agent in the execution of this Unit Agreement except
as a result of the Unit Agent’s gross negligence, willful misconduct, or bad faith.


 


8.4.3.         Limitation
of Liability. The Unit Agent’s aggregate liability, if any, during the term of this Unit Agreement with respect to,
arising from, or arising in connection with this Unit Agreement, or from all services provided or omitted to be provided under
this Unit Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid or payable
hereunder by the Company to Unit Agent as fees and charges, but not including reimbursable expenses.


 


8.4.4.         Disputes.
In the event any question or dispute arises with respect to the proper interpretation of this Unit Agreement or the Unit Agent’s
duties hereunder or the rights of the Company or of any holder of a Unit, the Unit Agent shall not be required to act and shall
not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and the Unit
Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment
for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all parties interested in the matter
which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to the Unit
Agent and executed by the Company and each other interested party. In addition, the Unit Agent may require for such purpose, but
shall not be obligated to require, the execution of such written settlement by all the Unit holders, as applicable, and all other
parties that may have an interest in the settlement.


 


8.4.5.         Exclusions.
The Unit Agent shall have no responsibility with respect to the validity of this Unit Agreement or with respect to the validity
or execution of any Unit (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Unit Agreement or in any Unit ; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Unit Agreement
or any Unit or as to whether any shares of Common Stock will when issued be valid and fully paid and nonassessable.


 


8.5.         Acceptance
of Agency. The Unit Agent hereby accepts the agency established by this Unit Agreement and agrees to perform the same upon
the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Units
separated.


 


  9.         Miscellaneous
Provisions.


 


9.1.         Successors.
All the covenants and provisions of this Unit Agreement by or for the benefit of the Company or the Unit Agent shall bind and
inure to the benefit of their respective successors and assigns.


 






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9.2.         Notices.
Any notice, statement or demand authorized by this Unit Agreement to be given or made by the Unit Agent or by the holder of any
Unit to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Unit Agent), as follows:


 


Chanticleer Holdings, Inc.


11220 Elm Lane


Suite 203


Charlotte, NC 28277


Attn:      Michael Pruitt, Chief Executive Officer


 


Any notice, statement or demand authorized
by this Unit Agreement to be given or made by the holder of any Unit or by the Company to or on the Unit Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Unit Agent with the
Company), as follows:


Securities Transfer Corporation


 


2671 Dallas Parkway


Suite 102


Frisco, TX 76034


Attn:      Compliance Department


 


9.3.         Applicable
law. The validity, interpretation, and performance of this Unit Agreement and of the Units shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Unit Agreement shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4.         Persons
Having Rights under this Unit Agreement. Nothing in this Unit Agreement expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the registered holders of the Units, any right, remedy, or claim under or by reason of this Unit Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Unit Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the registered holders of the Units.


 


9.5.         Examination
of the Unit Agreement. A copy of this Unit Agreement shall be available at all reasonable times at the office of the Unit
Agent in the city of Frisco, Commonwealth of Texas, for inspection by the registered holder of any Unit. The Unit Agent may require
any such holder to submit his Unit for inspection by it.


 


9.6.         Counterparts.
This Unit Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.         Effect
of Headings. The Section headings herein are for convenience only and are not part of this Unit Agreement and shall not affect
the interpretation thereof.


 






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9.8.         Amendments.
This Unit Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Unit Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments
shall require the written consent of the Underwriter and the registered holders of a majority of the then outstanding Units.


 


9.9.         Severability.
This Unit Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Unit Agreement or of any other term or provision hereof. Furthermore, in lieu of
any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Unit
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


9.10.        Force
Majeure. In the event either party is unable to perform its obligations under the terms of this Unit Agreement because of
acts of God, strikes, failure of carrier or utilities, equipment or transmission failure or damage that is reasonably beyond its
control, or any other cause that is reasonably beyond its control, such party shall not be liable for damages to the other for
any damages resulting from such failure to perform or otherwise from such causes. Performance under this Unit Agreement shall
resume when the affected party or parties are able to perform substantially that party’s duties.


 


9.11.        Consequential
Damages. Notwithstanding anything in this Unit Agreement to the contrary, neither party to this Unit Agreement shall be liable
to the other party for any consequential, indirect, special or incidental damages under any provision of this Agreement or for
any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if
that party has been advised of or has foreseen the possibility of such damages.


 


IN
WITNESS WHEREOF, this Unit Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	CHANTICLEER HOLDINGS, INC.	 
	 		 
	 	By: 	 	 
	 	Name:	Michael D. Pruitt	 
	 	Title:	CEO	 



 


 





	 	SECURITIES TRANSFER CORPORATION, INC.	 
	 		 
	 	By: 	 	 
	 	Name:		 
	 	Title:	     	 



   








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