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:

“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.

AGREED AND ACCEPTED:

PURCHASERS: