Form of Subscription Rights Certificate
Exhibit 4.15
FORM OF SUBSCRIPTION RIGHTS CERTIFICATE
| RIGHTS CERTIFICATE #: | NUMBER OF RIGHTS: |
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [_____], 2019 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM SECURITIES TRANSFER CORPORATION, the SUBSCRIPTION Agent. The SUBSCRIPTION Agent’s telephone number is ###-###-####.
Incorporated under the laws of the State of Delaware
NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing Non-Transferable Subscription Rights to Purchase Shares of Common Stock
of Chanticleer Holdings, Inc.
Subscription Price: $[_____] per Full Share
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED
ON OR BEFORE 5:00 P.M., EASTERN TIME, ON [_____], 2019,
UNLESS EXTENDED BY THE COMPANY
REGISTERED OWNER:
THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (the “Rights”) set forth above. Each whole Right entitles the holder to purchase one share of common stock, par value $0.0001 per share, of Chanticleer Holdings, Inc., a Delaware corporation (the “Common Stock”), at a subscription price of $[_____] per full share (the “Basic Subscription Privilege”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions for Use of Chanticleer Holdings, Inc.’s Subscription Rights Certificates” accompanying this Non-Transferable Subscription Rights Certificate (the “Rights Certificate”). If any shares of Common Stock available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Privilege (the “Excess Shares”), any Rights holder that exercises its Basic Subscription Privilege in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the “Over-Subscription Privilege”). The number of shares subscribed for pursuant to this Rights Certificate is subject to reduction as a result of the Tax Attributes as described in the Prospectus. The Rights represented by this Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by retuning the full payment of the subscription price for each share of Common Stock in accordance with the “Instructions for Use of Chanticleer Holdings, Inc. Subscription Rights Certificates” that accompany this Rights Certificate.
This Rights Certificate is not valid unless countersigned by the Subscription Agent and registered by the registrar.
Witness the seal of Chanticleer Holdings, Inc. and the signatures of its duly authorized officers.
Dated:
| President and Chief Executive Officer | Secretary |
DELIVERY OPTIONS FOR RIGHTS CERTIFICATE
Delivery other than in the manner or to the addresses listed below will not constitute valid delivery.
If delivering by mail, hand or overnight courier:
Securities Transfer Corporation
2901 N. Dallas Parkway, Suite 380
Plano, TX 75093
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
FORM 1 - EXERCISE OF SUBSCRIPTION RIGHTS
To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 3 below. To subscribe for shares pursuant to your Over-Subscription Right, please also complete line (b) and sign under Form 3 below. To the extent you subscribe for more shares than you are entitled under either the Basic Subscription Right or the Over-Subscription Right, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Right or Over-Subscription Right, as applicable. | FORM 2 - DELIVERY TO DIFFERENT ADDRESS
If you wish for the shares of Common Stock underlying your Rights, a certificate representing unexercised Rights or the proceeds of any sale of Rights to be delivered to an address different from that shown on the face of this Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4. | ||||||
| FORM 3 - SIGNATURE | |||||||
| (a) EXERCISE OF BASIC SUBSCRIPTION RIGHT: | |||||||
| I apply for ________ | shares x $[_____]____ | = | $_________ | TO SUBSCRIBE: I acknowledge that I have received the Prospectus for the Rights Offering and I hereby irrevocably subscribe for the number of shares indicated under Form 1 above on the terms and conditions specified in the Prospectus. This Form 3 must be signed by the registered holder(s) exactly as their name(s) appear(s) on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. | |||
(no. of new shares) | (subscription price) | (amount enclosed) | |||||
| (b) EXERCISE OF OVER-SUBSCRIPTION RIGHT | FORM 4 - SIGNATURE GUARANTEE | ||||||
| If you have exercised your Basic Subscription Right in full and wish to subscribe for additional shares pursuant to your Over-Subscription Right: | This form must be completed if you have completed any portion of Form 2. | ||||||
| I apply for ________ | shares x $[_____]_____ | $_________ | Signature | ||||
(no. of | (subscription | (amount | Guaranteed: | ||||
| new shares) | price) | enclosed) | (Name of Bank or Firm) | ||||
| (c) Total Amount of Payment Enclosed = $________ | |||||||
| METHOD OF PAYMENT (CHECK ONE) | By: | ||||||
| (Signature of Officer) | |||||||
| [ ] | Check or bank draft payable to “Securities Transfer Corporation as Rights Agent for Chanticleer Holdings, Inc.” | IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. | |||||
| [ ] | Wire transfer of immediately available funds directly to the account maintained by Securities Transfer Corporation, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering to the following, with reference to the Rights holder’s name:
DOMESTIC: Eagle Bank 7815 Woodmont Avenue Bethesda, MD 20814 ABA/Routing # 055003298 Beneficiary Name: STC as Rights Agent for Chanticleer Holdings, Inc. Account # 200334571
INTERNATIONAL: Wells Fargo Bank NA 464 California Street San Francisco, CA 94104 Bank Swift Code: WFBIUS6S Further Credit to Eagle Bank Account/ABA # 055003298 Beneficiary Name: STC as Rights Agent for Chanticleer Holdings, Inc. Account # 200334571 | ||||||
FOR INSTRUCTIONS ON THE USE OF CHANTICLEER HOLDINGS, INC.’S NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE, CONTACT SECURITIES TRANSFER CORPORATION, the subscription Agent, at ###-###-####.
