NASDAQ: HOTR

November 2016NASDAQ: HOTR

NASDAQ: HOTR

Statements in this presentation that are not descriptions of historical facts are forward-looking statements relating to future events, and as suchall forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Statements may contain certain forward-looking statements pertaining to future anticipated or projected plans, performance and developments, as well as other statements relating tofuture operations and results. Any statements in this presentation that are not statements of historical fact may be considered to be forward-looking statements. Words such as "may," "will," "expect," "believe," "anticipate," "estimate," "intends," "goal," "objective," "seek," "attempt,"or variations of these or similar words, identify forward-looking statements. These forward-looking statements by their nature are estimates offuture results only and involve substantial risks and uncertainties, including but not limited to risks associated with the uncertainty of futurefinancial results, additional financing requirements, development of new stores, successful completion of the Company’s proposed acquisitionsand expansion, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertaintiesdetailed from time to time in our reports filed with the Securities and Exchange Commission. There can be no assurance that our actual resultswill not differ materially from expectations and other factors more fully described in our public filings with the U.S. Securities and ExchangeCommission, which can be reviewed at www.sec.gov.

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Chanticleer Holdings, Inc. prepares its condensed consolidated financial statements in accordance with United States generally acceptedaccounting principles (”GAAP”). In addition to disclosing financial results prepared in accordance with GAAP, the Company discloses informationregarding Adjusted EBITDA and Restaurant EBITDA, which differ from the term EBITDA as it is commonly used. In addition to adjusting netincome (loss) from continuing operations to exclude taxes, interest, and depreciation and amortization, Adjusted EBITDA also excludes pre-opening and closing costs for our restaurants, non-cash expenses, transaction-related expenses, change in fair value of derivative liability andother income and expenses. In addition, Restaurant EBITDA also excludes management fee income and general and administrative expenses.Adjusted EBITDA and restaurant EBITDA are not measures of performance defined in accordance with GAAP. However, adjusted EBITDA andrestaurant EBITDA are used internally in planning and evaluating the company's operating performance and by the Company’s creditors.Accordingly, management believes that disclosure of these metrics offers investors, bankers and other stakeholders an additional view of thecompany's operations that, when coupled with the GAAP results, provides a more complete understanding of the Company's financial results.Adjusted EBITDA and Restaurant EBITDA should not be considered as alternatives to net loss or to net cash used in operating activities as ameasure of operating results or of liquidity. It may not be comparable to similarly titled measures used by other companies, and it excludesfinancial information that some may consider important in evaluating the company's performance. A reconciliation of GAAP net income (loss) toAdjusted EBITDA and Restaurant EBITDA is included in the accompanying financial schedules. For further information, please refer toChanticleer’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015, available online at www.sec.gov.

Forward‐Looking Statements

Non-Gaap Measures

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NASDAQ: HOTR

Founded in 2005

Started with Hooters

Growing with Burgers

Distinctive, Award Winning RegionalFast Casual Brands

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Future

Acquisition Phase Profitable Growth

2012-2015

• Integrate Acquired Operations• Improve Margins• Expense Reductions•Disciplined Growth•Address Balance Sheet

Integration Phase

• Fast Casual Acquisitions•Little Big Burger•BGR The Burger Joint•BT’s Burger Joint•American Burger Co•Just Fresh

Current Focus

•Accelerate Growth• Franchising •Drive Cash Flow

Hooters Franchisee

2005- >

•Hooters Investor & Franchisee

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8

5

Revenue

$1.5

$6.4 $7.3

$23.3

$35.3

$43.9

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

$50

2011 2012 2013 2014 2015 Q3 16annualized

1 2 3

6

813 15

9

5

6 5

95

7 7 8

23 22

4

8

8

0

10

20

30

40

50

60

70

2009 2010 2011 2012 2013 2014 2015 Q3 16

Hooters ABC

JF BGR

BT LBB

18

62

26

5

56

Systemwide Store Countas of September 2, 2016

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NASDAQ: HOTR

“Made in America” menu thatincludes premium burgers, chickensandwiches, salads & shakes

9 Restaurants

Carolinas Region

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Gourmet Fast Casual – Open Flame

Voted Best Burger in DC & NamedOne of America’s Top 10 ChainBurgers by MSN

22 Restaurants

U.S. & International

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Chef Driven - Uniquely Simple

Best Burger in Portland

8 Restaurants

Portland / Pacific Northwest

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Fresh healthy selections withdistinctive sandwiches, soups andsalads

8 Restaurants

North Carolina

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Operate 9 Hooters under FranchiseAgreements

United States: 2

South Africa: 6

Europe: 1

Chanticleer also holds a smallminority stake in Hooters ofAmerica

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13

Q3 15

45.1%

39.3%

15.3%

0.3%

Better Burgers Fast Casual Hooters Full Service

Just Fresh Fast Casual Corp & Other

52.3%33.5%

13.9%

0.3%

Better Burgers Fast Casual Hooters Full Service

Just Fresh Fast Casual Corp & Other

Q3 16

NASDAQ: HOTR

Burger Business: Grow and Accelerate Margin Expansion

Regional Brand Focus

Leverage most profitable segment

LBB & BGR - New Store Development Focus

Just Fresh: Hidden Gem - Continue to Drive Profit and Cash Flow

Hooters: Improve Profit and Cash Flow, Exiting UnprofitableLocations

Leveraging Scale & Driving Operational Improvements

Targeted, Profitable Growth

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NASDAQ: HOTR

Store level trends strengthening

COS, Opex, G&A, EBITDA tracking towards target levels

Beginning to realize benefit of larger scale & expense rationalization initiatives

Strategic decision to exit 6 underperforming international Hooters

Milestone Quarter

Second Consecutive EBITDA profitability, Restaurant EBITDA > 13%

Focus Areas –

Operational improvement

Targeted Growth

Balance Sheet

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17

$0.5$0.7

$0.9 $1.0 $1.1$1.4 $1.47.8

%

7.7%

9.9%9.6%

11.3%

13.4% 13.2%

5.0%

7.0%

9.0%

11.0%

13.0%

15.0%

$-

$0.5

$1.0

$1.5

35.3%

34.5%

33.6%34.3%

33.1%32.7%

33.1%

32%

33%

34%

35%

36%

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016

Q32016

-$0.7 -$0.6-$0.4

-$0.1 -$0.2

$0.2 $0.2

-11.1%-6.9%

-4.2%

-0.6%-2.3%

1.8% 2.1%

-15.0%

-10.0%

-5.0%

0.0%

5.0%

-$0.8

-$0.6

-$0.4

-$0.2

$0.0

$0.2

$0.4

26.1%

21.0%17.8%

15.0%16.6%

12.8% 12.3%10%

15%

20%

25%

30%

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016

Q32016

Restaurant EBITDA

Cost of Goods% G&A %

Adjusted EBITDA

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Consolidated

Q3 15 Q3 16 Target

COS % 33.6% 33.1% 32-33%

OPEX % 57.3% 54.8% 52-54%

Restaurant EBITDA% 10.2% 13.2% 14-16%

G&A% 17.8% 12.3% 9-10%

Adjusted EBITDA -2.3% 2.2% 4-7%

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Dollars in millions September 30, 2016 December 31, 2015

Assets

Cash $1.0 $1.2

Property, Plant & Equipment 11.5 12.1

Goodwill & Intangible Assets 19.1 19.5

Total Assets 34.1 42.2

Liabilities

Accounts Payable & Accrued Expenses $5.0 $4.7

Debt, Conv. Debt, & Capital Leases 10.1 9.3

Total Liabilities 19.0 20.4

Stockholders’ Equity 15.1 21.8

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American Burger BGR Little Big Burger

Est. Revenue per store 850,000$ 825,000$ 700,000$

Avg Size , sq ft. 2,500 1,800 1,400

Target EBITDA margin 15% 15% 20%

EBITDA per unit 127,500$ 123,750$ 140,000$

Est. Initial Investment 450,000$ 400,000$ 250,000$ Est. 15% TI allowance (67,500)$ (60,000)$ (37,500)$ Est. Net Initial Investment 382,500$ 340,000$ 212,500$

Est. Cash on Cash return 33% 36% 66%

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Strong opportunity to grow store count in all segments

Financing strategies: EB-5 Financing

LOI with U.S. investor to fully fund restaurant openings

• Up to 10 Little Big Burger restaurants in Seattle and other markets

• Near closing on first two stores – Seattle and Portland

Franchise Strategy Expand regional brands domestically and internationally

Strong international pipeline: Franchise BGR opened in the Sultanate of Oman

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Little Big Burger (1200-2000 sq ft)

Location TimingHassalo on Eight - Portland, OR Late 2016 / Early 2017 (EB5)

Platform District - Hillsboro, OR Late 2016/Early 2017 (EB5)

Progress Ridge - Beaverton, OR Late 2016 /Early 2017 (Fin Ptr)

Green Lake Village - Seattle, WA 2017 (Fin Ptr)

Two Additional Sites in negotiation, Seattle, WA TBD (Fin Ptr)

Location Timing

Mosaic District - Northern Virginia Early 2017

Catholic University - Northern Virginia Early 2017

*Franchisees – Multiple locations/Areas*

Location Timing

Prosperity Village – Charlotte, NC Mid 2017 (EB5)

BGR (1500-2400 sg ft)

American Burger (2000-2500+ sq ft)

NASDAQ: HOTR

$13.5M; 9% trading convertible preferred – NASDAQ listed

Use of Proceeds to retire current debt and provide working capital for future store-related growth

Strengthens balance sheet and efficiently addresses debt position

Accelerate growth in high return burger concepts

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2012 20162020 Vison

Targets

Store Count 6 56 110-140

Revenues $7M $42M $100 - $125M

Restaurant EBITDA% Breakeven 12% - 14% 16% - 20%

EBITDA% Negative 1% - 2% 10% - 15%

Double store count over next 4 years:• Company stores• Investor stores (JV, EB-5)• Franchise stores

Disciplined focus on costs, operating margins and site selection

Significant increase in profitability as business scales

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Differentiated Regional Strategy

Award Winning Regional Brands

Strong Store Level Performance

Improving Margins & Profitability

Disciplined Growth and Operational Execution

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NASDAQ: HOTR

Thank YouNASDAQ: HOTR

Investor Contact: Institutional Marketing Services (IMS)Investor Relations(203) 972-9200jnesbett@institutionalms.com

Investor Contact: Chanticleer Holdings, Inc.Investor & Media Relations(704) 366-5122ir@chanticleerholdings.com

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Appendix - Revenue & Systemwide Store Count by Segment ($ in Millions)

Revenue Restaurant Gaming Franchise

Management

Fee Total

% of

Total Company Franchise Total

Hooters Full Service 3,564,204$ 118,136$ -$ -$ 3,682,340$ 33.5% 9 - 9

Better Burgers Fast Casual 5,646,241 - 95,542 - 5,741,783 52.3% 27 12 39

Just Fresh Fast Casual 1,527,516 - - - 1,527,516 13.9% 8 - 8

Corporate and Other - - - 25,000 25,000 0.3% - - -

Total Revenue 10,737,960$ 118,136$ 95,542$ 25,000$ 10,976,639$ 100.0% 44 12 56

Revenue Restaurant Gaming Franchise Mgmt Fee Total

% of

Total Company Franchise Total

Hooters Full Service 3,554,501$ 94,008$ -$ -$ 3,648,509$ 39.3% 8 - 8

Better Burgers Fast Casual 4,064,881 - 119,950 - 4,184,831 45.1% 15 11 26

Just Fresh Fast Casual 1,419,857 - - - 1,419,857 15.3% 7 - 7

Corporate and Other - - - 25,000 25,000 0.3% - - -

Total Revenue 9,039,239$ 94,008$ 119,950$ 25,000$ 9,278,197$ 100.0% 30 11 41

Store Count, end of period

Store Count, end of period

Three Months Ended September 30, 2016

Three Months Ended September 30, 2015

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Appendix - EBITDA Reconciliation ($ in Millions)

(Unaudited)

September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015

Loss from Continuing Operations (888,291)$ (1,691,067)$ (2,405,108)$ (6,318,749)$

Interest expense 453,151 657,906 1,704,556 2,736,555

Income tax 52,474 12,954 137,867 (30,298)

Depreciation and amortization 590,433 354,119 1,738,815 973,374

EBITDA 207,767$ (666,089)$ 1,176,130$ (2,639,118)$

Restaurant pre-opening and closing expenses 110,432 141,306 117,987 480,645

Change in fair value of derivative liabilities (102,507) (262,232) (1,231,608) (833,139)

Loss on extinguishment of debt - 145,834 - 315,923

Equity in losses of investments - - - -

Asset impairment charge - - - -

Transaction-related expenses 48,214 384,430 146,613 820,145

Other income (32,357) 52,956 (12,388) (50,190)

Adjusted EBITDA 231,549$ (203,795)$ 196,734$ (1,905,735)$

General and administrative expenses 1,302,897 1,266,621 4,254,213 4,343,780

Franchise revenues (95,542) (119,950) (381,481) (270,948)

Management fee revenue (25,000) (25,000) (75,000) (75,000)

Restaurant EBITDA 1,413,903$ 917,876$ 3,994,465$ 2,092,098$

Chanticleer Holdings, Inc. and SubsidiariesReconcilation of Net Loss to EBITDA

Three Months Ended Nine Months Ended

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