ContractWarrant Agreement • October 1st, 2013 • Chanticleer Holdings, Inc. • Services-management consulting services • Delaware
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE 1933 SECURITIES ACT), NOR MAY THIS WARRANT OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, UNLESS THE WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE 1933 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO SUCH EFFECT.
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 1st, 2013 • Chanticleer Holdings, Inc. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September ___, 2013, by and among CHANTICLEER HOLDINGS, INC., a Delaware corporation (the “Parent”), Chanticleer Roadside Burgers International, LLC, a wholly owned subsidiary of Parent (the “Purchaser”) and AMERICAN ROADSIDE BURGERS, INC., a Delaware corporation (the “Company”).
