FORM OF DEALER-MANAGER AGREEMENTDealer-Manager Agreement • December 5th, 2016 • Chanticleer Holdings, Inc. • Retail-eating places • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”), and holders of its warrants subscription rights (the “Rights”) as set forth in the Company’s Form S-1 registration statement (File No. 333-214319) filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 28, 2016, as amended, to subscribe for and purchase up to an aggregate of 1,000,000 units (the “Units”), each consisting of one share of our redeemable series 1 preferred stock (the “Rights Shares”) and one series 1 warrant (the “Warrants”) to purchase 10 shares of our Common Stock, at a subscription price of $13.50 per Unit (the “Subscription Price”).
FORM OF SERIES 1 WARRANT CHANTICLEER HOLDINGS, INC.Chanticleer Holdings, Inc. • December 5th, 2016 • Retail-eating places • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the seventh year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of the Company’s Common Stock, subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued as part of a unit, each unit consisting of one Warrant and one share of the Company’s 9% Redeemable Series 1 Preferred Stock (“Series 1 Preferred”). The shares of Series 1 Preferred and Series 1 Warrants are components of the units, are not detachable and are not separately transferable. The purchase price of ten (10) sha
