AMENDMENT
TO SECURITIES PURCHASE AGREEMENT


 


This
Amendment (“Amendment”) amends that certain Securities Purchase Agreement dated May 4, 2017 (“SPA”) by
and between CHANTICLEER HOLDINGS, INC., a Delaware corporation (“Chanticleer”) and the Purchasers signatory thereto.
Capitalized terms not otherwise defined herein have the meanings ascribed to them in the SPA.


 


WHEREAS,
Chanticleer and the Purchasers desire to amend and replace Section 4.17 of the SPA in the manner hereinafter set forth in order
to comply with Listing Rule 5640 of the NASDAQ Stock Market.


 


NOW,
THEREFORE, in consideration of the mutual promises, conditions, representations and warranties hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto have mutually
agreed as follows:


 


	1.	The
                                         foregoing recital is true and correct and incorporated herein.



 


	2.	Section
                                         4.17 of the SPA is hereby amended to read, in its entirety, as follows:



 


“Board
of Directors. Contemporaneous with the Closing (or, if requested by the Purchasers, at the earliest practical date after the date
hereof), the Company shall appoint one director selected by Purchasers holding a majority in interest of the Debentures (the “Board
Appointee”) to the Board of Directors. Within 3 Trading Days after such appointment the Company shall provide the Purchasers
evidence of such appointment by copies of all of the necessary corporate actions required to be taken by the Company in accordance
to its certificate or articles of incorporation, bylaws or other organizational or charter documents and in accordance with the
laws of the State of Delaware. Furthermore, from the date hereof until the Purchasers, in the aggregate, hold Debentures in the
principal amount less than $1,500,000 (the “Appointment Period”), the Purchasers shall have the right, but not the
obligation, to appoint the Board Appointee to the Board of Directors and Purchasers holding a majority in interest of the Debentures
may terminate such right by providing written notice to the Company. The Company agrees that it shall have its Board of Directors
or nominating committee, if it has one, re-nominate Board Appointee as a director pursuant to this Section 4.17 and to recommend
to the Company’s stockholders that that they vote “for” such nominee, and that all proxies given to management
are voted in favor of such nominee. Upon expiration of the Appointment Period and until such time that the Purchasers no longer
hold the Debentures, the Purchasers shall have the right, but not the obligation, to designate one (1) non-voting observer to
attend meetings of the Board of Directors as an observer. The observer shall be entitled to notice of all meetings of the Board
of Directors, in the manner that notice is provided to members of the Board of Directors, shall be entitled to receive all materials
provided to members of the Board of Directors, at the same time as provided to members of the Board of Directors and shall be
entitled to attend (whether in person, by telephone, or otherwise) all meetings of the Board of Directors as a non-voting observer.”


 


3.       Except
as set forth herein, all other terms and conditions contained in the Agreement that are not changed, amended or modified through
this Amendment shall remain unchanged and in full force and effect.


 




    	 



    	 	 



    


 


4.
       In the case of conflict between the provisions of the SPA and/or other Transaction Documents,
on the one hand, and this Amendment on the other hand, the provisions of this Amendment will prevail.


 


5.       This
Amendment may be executed in counterparts, all of which, when so executed and delivered, shall be deemed an original, but all
counterparts together shall constitute but one agreement. Delivery of an executed counterpart of a signature page to this Amendment
by facsimile or in electronic (i.e., “pdf”) format shall be effective as delivery of a manually executed counterpart
signature page.


 


IN
WITNESS WHEREOF, this Amendment has been duly executed by or on behalf of each of the parties.


 


	CHANTICLEER HOLDINGS INC.,
	a Delaware corporation	 
	 	 	 
	By:	/s/
    Michael D. Pruitt	 
	Name:	Michael
    D. Pruitt	 
	Its:	Chief
    Executive Officer	 


 


AGREED
AND ACCEPTED:


PURCHASERS:


 


	Douglas S. Ramer	 	Bryan Ezralow 1994 Trust U/T/D 12.22.1994
	 	 	 	 	 
	 	/s/
    Douglas S. Ramer	 	 	/s/
    Bryan Ezralow
	 	Douglas
    S. Ramer	 	By:	Bryan
    Ezralow
	 	 	 	Its:	Trustee
	 	 	 	 	 
	Elevado Investment Company, LLC	 	C and R Irrevocable Trust U/T/D 11.05.07
	 	 	 	 	 
	 	/s/
    Bryan Ezralow	 	 	/s/
    David M. Leff
	By:	Bryan Ezralow,
    as Trustee of the	 	By:	David
    M. Leff
	 	EzralowFamily
    Trust U/T/D/ 12.09.1980	 	Its:	Trustee
	Its:	Manager
    and Member	 	 	
	 	 	 	 	 
	EMSE, LLC	 	David Leff Family Trust U/T/D 2.03.1988
	 	 	 	 	 
	 	/s/
    Bryan Ezralow	 	 	/s/
    David M. Leff
	By:	Bryan Ezralow
    as Trustee of Bryan Ezralow	 	By:	David M. Leff
	 	1994
    Trust U/T/D 12.22.1994	 	Its:	Trustee
	Its:	Manager
    and Member	 	 	 
	 	 	 	 	 
	Freedman 2006 Irrevocable Trust U/T/D 12.27.2006	 	Haddad Family Trust
	 	 	 	 	 
	 	/s/
    Gary E. Freedman	 	 	/s/
    David Haddad
	By:	Gary E. Freedman	 	By:	David Haddad
	Its:	Trustee	 	Its:	Trustee
	 	 	 	 	 
	Freedman Family Trust U/T/D 5.25.1982	 	Jonathan and Nancy Glaser Trust U/T/D 12.16.1998
	 	 	 	 	 
	 	/s/
    Gary E. Freedman	 	 	/s/
    Jonathan Glaser
	By:	Gary E. Freedman	 	By:	Jonathan Glaser
	Its:	Trustee	 	Its:	Trustee
	 	 	 	 	 
	Larry S. Spitcaufsky, Trustee of Larry Spitcaufsky Family Trust U/T/D 1.19.88	 	Marc Ezralow 1997 Trust U/T/D 11.26.1997
	 	 	 	 	 
	 	/s/
    Larry Spitcaufsky	 	 	/s/
    Marc Ezralow
	By:	Larry Spitcaufsky	 	By:	By: Marc Ezralow
	Its:	Trustee	 	Its:	Trustee
	 	 	 	 	 
	Joshua and Julie Ofman Family Trust	 	SPA Trust
	 	 	 	 	 
	 	/s/
    Joshua Ofman	 	 	/s/
    Marc Ezralow
	By:	Joshua J. Ofman	 	By:	Marc Ezralow
	Its:	Trustee	 	Its:	Trustee


 



    	2