8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 1, 2010

Good Times Restaurants Inc.

(Exact name of registrant as specified in its charter)

               Nevada                                           000-18590                                          84-1133368

(State or other jurisdiction                           (Commission                                      (IRS Employer

        of incorporation)                                 File Number)                                   Identification No.)

601 Corporate Circle, Golden, Colorado 80401

(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: (303) 384-1400

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01        Entry into a Material Definitive Agreement.

On February 1, 2010, Good Times Restaurants Inc. (the "Company") and Good Times Drive Thru Inc. ("GTDT"), a wholly owned subsidiary of the Company, entered into a loan agreement (the "Loan Agreement") with W Capital, John T. MacDonald and Golden Bridge, LLC (collectively  "the Lender"), pursuant to which the Lender made a loan of $200,000, with up to an additional $200,000 loan available through April 30, 2010 (the "Loan"), to be used for restaurant marketing and other working capital uses of GTDT.  Eric Reinhard, Ron Goodson, David Grissen, Richard Stark, and Alan Teran, who are all members of the Company's Board of Directors and stockholders of the Company, are the sole members of Golden Bridge, LLC. However, not all members of Golden Bridge, LLC are participating in the Loan.  The Company's and GTDT's obtaining of the Loan from the Lender and related transactions were duly approved in advance by the Company's Board of Directors by the affirmative vote of members thereof who did not have an interest in the transaction.

The Loan is evidenced by a Convertible Secured Promissory Note dated February 1, 2010 (the "Note") made by the Company and GTDT, as co-makers, and shall bear interest at a rate of 12% per annum on the unpaid principal balance through August 1, 2010.  The maturity date for payment of all principal and interest on the Note is December 31, 2010.  However, if and to the extent that any portion of the Note is still outstanding after August 1, 2010, the interest rate will increase to 14% per annum from and after August 1, 2010 until the maturity date.  All interest accrues through the maturity date.  The Loan Agreement contains customary event of default provisions and a cross-default provision with respect to the loan agreement for the Wells Fargo Bank and PFGI II, LLC loans in the event of payment default on either of those loans.  Upon the occurrence and continuance of an event of default, the Lender may declare all or part of the unpaid principal and accrued and unpaid interest on the Loan due and payable.  Any amounts not paid to the Lender when due will bear interest from the due date until paid at a rate of 16% per annum.

The Loan Agreement and the Note are subject to the terms of a Leasehold Deed of Trust Agreement and Security Agreement with respect to certain of GTDT's restaurants that were not previously pledged as collateral under the Wells Fargo Bank or PFGI II, LLC borrowings.  The Note is convertible into shares of common stock of the Company (the "Conversion Shares") at any time prior to repayment at a conversion price of 25% less than the average price of the Company's common stock during the 20 days prior to the conversion date, provided however that the conversion price shall not be below $.75 per share nor above $1.08 per share (the "Conversion Price"). 

In connection with the Loan, the Company issued warrants dated February 1, 2010 (the "Warrants") to the Lender which provides that the Lender may at any time from February 1, 2010 until two years from the date of repayment or conversion of the Loan purchase up to an aggregate of 50,000 shares of the Company's common stock (the "Warrant Shares") at an exercise price that is equal to the Conversion Price calculation above.  If the Loan is not repaid prior to August 1, 2010, the Company will issue warrants for the purchase of 50,000 additional shares of the Company's common stock upon the same terms as the initial Warrants.  The number of Warrant Shares and the exercise price are subject to customary antidilution adjustments upon the occurrence of any stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, stock combinations or similar events. 

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The issuance of the Note and the Warrants was made in reliance on the exemption from registration under the Securities Act of 1933 (the "Securities Act") as provided in Section 4(2) of the Securities Act.  The facts relied upon to make such exemption available include the limited number of offerees and purchasers involved, the limited manner of offering, the status of each purchaser as either an "accredited investor" as defined in Regulation D under the Securities Act or sophisticated as to the nature of the particular transaction, and the restricted status of the security as evidenced by a customary restrictive legend on the document for the security.  The Loan Agreement and the Warrants provide for the registration of the Conversion Shares and the Warrant Shares within 30 days of closing on a Form S-3 or other short form registration available to the Company. 

The Loan Agreement, Note and Warrants (collectively, the "Loan Documents") are filed as Exhibits 10.1, 10.2 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.  The foregoing summary of the Loan Documents is qualified in its entirety by reference to the full text of the Loan Documents filed as exhibits hereto.

Item 2.03        Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 1, 2010, the Company and GTDT obtained the Loan from the Lender.  The description of the Loan and the related Loan Documents contained in Item 1.01 above is incorporated herein by reference.

Item 9.01        Financial Statements and Exhibits.

(d)        Exhibits.  The following exhibits are filed as part of this report:

Exhibit Number	Description
4.1	Warrants to Purchase Shares of Common Stock, Par Value $0.01 Per Share dated February 1, 2010 by Good Times Restaurants Inc.
10.1	Loan Agreement dated February 1, 2010 among W Capital, John T. MacDonald, Golden Bridge, LLC, and Good Times Drive Thru Inc. and Good Times Restaurants Inc.
10.2	Promissory Note dated February 1, 2010 by Good Times Drive Thru Inc. and Good Times Restaurants Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                                        GOOD TIMES RESTAURANTS INC.

Date:  February 3, 2010                                   By:  /s/ Boyd E. Hoback

                                                                                 Boyd E. Hoback

                                     President and Chief Executive Officer11149096

EX-1

EXECUTION COPY

LOAN AGREEMENT

THIS LOAN AGREEMENT (as it may hereafter be amended, supplemented, extended or renewed, the "Agreement") is made and entered into as of February 1, 2010, by and among Good Times Restaurants Inc., a Nevada corporation (the "Borrower"), Good Times Drive Thru, Inc., a Colorado corporation (the "Co-Maker"), and the parties listed on the Schedule of Lender Parties attached to this Agreement as Schedule I (each a "Lender Party" and, together, the "Lender").

RECITALS

WHEREAS, the Borrower currently requires funds to help finance the operations of the Co-Maker; and

WHEREAS, the Lender is willing to advance funds to the Borrower in exchange for the issuance of: (i) a secured convertible promissory note evidencing the Borrower's and/or the Co-Maker's obligation to repay the Lender's loans of the advanced funds, and (ii) certain warrants to purchase shares of the Borrower's common stock, all as provided in this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

1.                  Issuance of Note and Warrants.

(a)                Loan Amount; Issuance of Note.  Subject to the terms and conditions of this Agreement, the Lender agrees to loan to the Borrower up to the aggregate principal amount of $400,000 (the "Loan") against the issuance by the Borrower and the Co-Maker of a secured convertible promissory note, in substantially the form attached hereto as Exhibit A (the "Note"), payable to the Lender.  This Agreement, the Note and the Warrants (defined below) are referred to herein collectively as the "Loan Documents."

(b)               Issuance of Initial Warrants.  As additional consideration for the Loan, at the Initial Closing (as defined in Section 2(a) below) the Borrower will issue to each Lender Party a warrant in substantially the form attached hereto as Exhibit B (each a "Warrant" and, collectively, the "Warrants").  The Warrant will entitle each Lender Party to purchase the number of shares of the Borrower's Common Stock set forth opposite such Lender Party's name on Schedule I hereto under the heading "Initial Warrant Shares," at the per share exercise price set forth in the Warrant.

(c)                Issuance of Additional Warrants.  If the Loan is not repaid on or before August 1, 2010, the Borrower will issue to each Lender Party an additional Warrant entitling the Lender Party to purchase an additional number of shares of the Borrower's Common Stock as set forth opposite such Lender Party's name on Schedule I hereto under the heading "Additional Warrant Shares."

(d)               Pledge Agreements.  The indebtedness evidenced by the Loan Documents shall be secured by:

(i)                 Liens on the restaurant equipment, furniture and other personal property owned by the Co-Maker set forth on Schedule II attached hereto, and the Co-Maker hereby authorizes the Lender to file financing statements in the applicable public records to evidence such liens.  The Borrower and the Co-Maker hereby represent and warrant that such personal property set forth on part A of Schedule II is owned by the Co-Maker free and clear of all liens, encumbrances and material restrictions, and that such personal property set forth on part B of Schedule II is owned by the Co-Maker free and clear of all liens, encumbrances and material liens other than the liens of Wells Fargo Bank, N.A. and PFGI II, LLC ("Permitted Encumbrances").

(ii)               Mortgages or deeds of trust on the real property leasehold interests of the Co-Maker set forth on Schedule II attached hereto. Such mortgages or deeds of trust shall be in the form of Exhibit C hereto and the rights granted by such documents shall be subject to the obtaining of any consents from landlords which may be required pursuant to such leasehold interests. The Lender may at any time require the Co-Maker to seek such landlord consents and the Co-Maker shall use its commercial best efforts to obtain such consents, but a failure to obtain any such consent shall not constitute a default under the Loan Documents.

2.                  Closings.  The issuance of the Note and the Warrants hereunder shall occur in one or more closings (each, a "Closing") as set forth below. 

Initial Closing.  The initial Closing (the "Initial Closing") shall take place remotely by the exchange of documents and signatures at or before 5:00 p.m. Mountain Time on February 1, 2010, or at such other date, time and place upon which the Borrower and the Lender shall mutually agree.  The date of the Initial Closing shall hereinafter be referred to as the "Initial Closing Date."  At the Initial Closing, each Lender Party will advance to the Borrower the amount set forth opposite such Lender Party's name on Schedule I hereto under the heading "Initial Closing Loan Amount" against delivery by the Borrower of the Note to the Lender and the respective Warrant to each Lender Party.  2

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(a)                Additional Closings.  After February 21, 2010, at any time and from time to time until April 30, 2010, the Company may, at one or more additional Closings (each, an "Additional Closing"), require the Lender to advance an additional principal amount, proportionately from each Lender Party, provided, that the aggregate principal amount advanced by each Lender Party at the Initial Closing and all Additional Closings hereunder shall not exceed the amount set forth for such Lender Party on Schedule I hereto under the heading "Aggregate Loan Amount," and provided, further, that the aggregate principal amount required from the Lender in any one Additional Closing shall not be less than $50,000.  The Borrower shall deliver written notice to the Lender of the aggregate principal amount required in any Additional Closing at least three business days prior to the date of such Additional Closing.  The date of each Additional Closing shall hereinafter be referred to as an "Additional Closing Date" and, together with the Initial Closing Date, a "Closing Date." 

3.                  Representations and Warranties of the Borrower and the Co-Maker.  Except as set forth in Schedule III hereto, the Borrower and the Co-Maker hereby represent and warrant to the Lender that, as of the Initial Closing Date:

(a)                Organization and Standing.  The Borrower and the Co-Maker are each a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation.  The Borrower owns all of the issued and outstanding capital stock of the Co-Maker.  The Borrower and the Co-Maker have the requisite corporate power to own and operate their respective properties and assets and to carry on their respective businesses as currently conducted and as currently proposed to be conducted.  The Borrower and the Co-Maker are qualified to conduct their respective businesses and are in good standing in each jurisdiction in which the business conducted or property owned by each of them makes such qualification necessary.

(b)               Corporate Power.  The Borrower and the Co-Maker have all requisite legal and corporate power and authority to execute and deliver the Loan Documents to which each is a party and to carry out and perform their respective obligations under the terms of the Loan Documents.

(c)                Capitalization.  Immediately prior to the Initial Closing, the authorized capital stock of the Borrower consists of (i) 50,000,000 shares of Common Stock, par value $0.001 per share, of which 3,898,559 shares are issued and outstanding, fully paid and non-assessable, and (ii) 5,000,000 shares of Preferred Stock, par value $0.01 per share, none of which are issued and outstanding.

(d)               Authorization; Valid Issuance of Securities.  All corporate action on the part of the Borrower, the Co-Maker and their respective officers and directors necessary for the authorization, execution, delivery and performance of the Loan Documents to which each is a party and the performance by the Borrower and the Co-Maker of their respective obligations under the Loan Documents has been taken or will be taken prior to the Initial Closing.  The Loan Documents, when executed and delivered by the Borrower and the Co-Maker, shall constitute the legal and binding obligations of each of the Borrower and the Co-Maker, enforceable in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and other laws of general application affecting the enforcement of creditors' rights generally, rules of law governing specific performance, injunctive relief and other equitable remedies and limitations of public policy.  The shares of the Borrower's Common Stock issuable upon conversion of the Note and exercise of the Warrants (the "Shares") have been duly and validly reserved and, when issued in compliance with the provisions of the Articles of Incorporation of the Borrower, will be validly issued, fully paid and nonassessable.  The Note, the Warrants and the Shares, when issued in the foregoing manner, will be free of any liens or encumbrances other than as set forth herein and under state or federal securities laws.

(e)                                                                SEC Reports; Financial Statements.  The Borrower has filed all reports required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) of the Exchange Act (the foregoing materials being collectively referred to herein as the "SEC Reports").  As of their respective dates, and except as otherwise disclosed in amendments to the SEC Reports, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,

in light of the circumstances under which they were made, not misleading.  The financial statements of the Borrower included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Borrower and its consolidated subsidiaries as of and for the dates thereof and the2

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(f)                 results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(g)               Litigation.  There is no action, suit, proceeding or investigation pending or, to the Borrower's or the Co-Maker's knowledge, currently threatened against the Borrower or the Co-Maker which would have a material adverse effect on the business of the Borrower or the Co-Maker.  Neither the Borrower nor the Co-Maker is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.  There is no action, suit, proceeding or investigation by the Borrower or the Co-Maker currently pending or that the Borrower or the Co-Maker intends to initiate.

(h)               Compliance with Other Instruments.  Neither the Borrower nor the Co-Maker is in material violation of: (i) any term of its Articles of Incorporation or Bylaws as presently in effect; (ii) any term or provision of any mortgage, indebtedness, indenture, contract, agreement, instrument, judgment or decree; or (iii) any order, statute, rule or regulation applicable to the Borrower or the Co-Maker, as the case may be.  The execution, delivery and performance of and compliance with the Loan Documents, and the issuance of the Note, the Warrants and the Shares, have not resulted and will not result in any violation of, or materially conflict with, or constitute a material default under, the Articles of Incorporation or Bylaws of the Borrower or the Co-Maker, and have not and will not result in any material violation of, or materially conflict with, or constitute a material default under, any of the documents entered into by the Borrower or the Co-Maker with any other lender or creditor or any other agreement or document entered into by the Borrower or the Co-Maker, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Borrower or the Co-Maker, or their respective businesses or operations.

4.                  Representations and Warranties of the Lender.  The Lender hereby represents and warrants to the Borrower and the Co-Maker upon the acquisition of the Note and the Warrants as follows:

(a)                Binding Obligation. Each Lender Party has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each of this Agreement and the Note and the Warrants issued to the Lender hereunder shall constitute a valid and binding obligation of each Lender Party, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and other laws of general application affecting the enforcement of creditors' rights generally, rules of law governing specific performance, injunctive relief and other equitable remedies and limitations of public policy.

(b)               Securities Law Compliance. The Lender has been advised that the Note, the Warrants and the Shares have not been registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available.  No Lender Party has been formed solely for the purpose of participating in the Loan.  The Lender is acquiring the Note and the Warrants hereunder for each Lender Party's own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof except in compliance with the Securities Act and any applicable state securities laws. Each Lender Party has such knowledge and experience in financial and business matters that such Lender Party is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment, and is able to bear the economic risk of such investment for an indefinite period of time.  Each Lender Party is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act.

(c)                Access to Information. The Lender acknowledges that the Borrower and the Co-Maker have given the Lender access to the corporate records and accounts of the Borrower and the Co-Maker, have made their respective officers and representatives available for interview by the Lender, and have furnished the Lender with all documents and other information required for the Lender to make an informed decision with respect to the acquisition of the Note and the Warrants hereunder.  The foregoing, however, does not limit or modify the representations and warranties of the Borrower or the Co-Maker in this Agreement or the right of the Lender to rely thereon.  The Borrower and the Co-Maker shall provide the Lender with continued access to any data room established by them or by Mastodon Ventures, Inc. in connection with any funding by the Borrower or the Co-Maker.

5.                  Closing Conditions of the Lender.

(a)                Initial Closing.  The Lender's obligation to consummate the Initial Closing is subject to the fulfillment, on or prior to the Initial Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Lender:

(i)                 Representations and Warranties Correct. The representations and warranties made by the Borrower and the Co-Maker in Section 3 hereof shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Initial Closing Date; and

Loan Documents. The Borrower shall have duly executed and delivered to the Lender this Agreement, the Note and each Warrant to be issued at the Initial Closing. 3

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(b)               Additional Closings.  The Lender's obligation to consummate each Additional Closing is subject to the fulfillment, on or prior to the applicable Additional Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Lender:

(i)                 No Default.  The Borrower and the Co-Maker shall not be in default under the Loan or in payment default of any other obligation for borrowed money and shall deliver to the Lender on or prior to the Additional Closing Date a certificate by the chief executive officer of the Borrower and the Co-Maker to such effect; and

(ii)               Representations and Warranties Correct.  On or prior to the Additional Closing Date, the Borrower and the Co-Maker shall have delivered to the Lender a certificate executed by the chief executive officer of the Borrower and the Co-Maker, on behalf of the Borrower and the Co-Maker, certifying that the representations made by the Borrower and the Co-Maker in Section 3 hereof shall have been true and correct when made.

6.                  Closing Conditions of the Borrower.  The Borrower's obligation to issue the Note and the Warrants to the Lender is subject to the fulfillment, on or prior to the applicable Closing Date, of the following conditions, any of which may be waived in whole or in part by the Borrower:

(a)                Representations and Warranties. The representations and warranties made by the Lender in Section 4 hereof shall be true and correct when made; and

(b)               Funding. The Lender shall have delivered to the Borrower, in the case of the Initial Closing, the Initial Closing Loan Amount set forth opposite such Lender Party's name on Schedule I attached hereto, and in the case of an Additional Closing, the principal amount required in writing by the Borrower.

7.                  Registration Rights.  The Borrower shall prepare and file with the Commission, within 30 days following the Initial Closing, a registration statement ("Registration Statement") on Form S-3 (or, if Form S-3 is not then available to the Borrower, on such form of Registration Statement as is then available to effect a registration for resale of the Shares), covering the resale of the Shares.  The Borrower shall use commercially reasonable best efforts (a) to have the Registration Statement covering the resale of the Shares declared effective by the Commission as soon as practicable, and (b) to have the Registration Statement remain effective until such time as the Shares can be sold pursuant to an exemption from the registration requirements under the Securities Act.

8.                  Miscellaneous.

(a)                Designation of Lender Representative.  The Lender shall designate from time to time in writing to the Borrower one person to act on behalf of and to bind the Lender (the "Lender Representative").  The initial Lender Representative is MV Equity Partners, Inc. 

(b)               Waivers and Amendments. Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Borrower and the Lender.

(c)                Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to the conflicts of law provisions of the State of Colorado or of any other state.

(d)               Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.

(e)                Successors and Assigns. The rights and obligations of the Borrower and the Lender shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

(f)                Entire Agreement. This Agreement together with the Note and the Warrants to be issued hereunder constitute and contain the entire agreement among the Borrower and the Lender and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.

Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party as follows: (i) if to the Lender, to the Lender Representative at such address or facsimile number as the Lender Representative shall have furnished to the Borrower in writing, or (ii) if to the Borrower, at 601 Corporate Circle, Golden, Colorado 80401, facsimile number (303) 273-0177, or at such other address or facsimile number as the Borrower shall have furnished to the Lender in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing, or (v) four days after being deposited in the U.S. mail, first class with postage prepaid. 4

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(g)                                                               Expenses.  The Borrower will pay the reasonable fees and expenses (not to exceed $7,500 in the aggregate) of the Lender's legal counsel incurred in connection with the

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(h)               negotiation, execution and delivery of this Agreement, subject to the delivery of detailed invoices therefor.

(i)                 Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(j)                 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile and electronic (.pdf) copies of signed signature pages will be deemed binding originals.

The parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

                                                                                    BORROWER:

                                                                                    GOOD TIMES RESTAURANTS INC.

                                                                                    By: /s/ Boyd E. Hoback                                                                Name: Boyd E. Hoback

                                                                        Title: President and CEO

CO-MAKER:

                                                                                    GOOD TIMES DRIVE THRU, INC.

                                                                                    By: /s/ Boyd E. Hoback                                                                Name: Boyd E. Hoback                                                                                                                   Title: President and CEO

                                                                                    LENDER:

                                                                                    GOLDEN BRIDGE, LLC

                                                                                    By: /s/ Eric W. Reinhard                                    

                                                                                    Name: Eric W. Reinhard

                                                                                    Title: Manager

                                                                                    W CAPITAL, INC.

                                                                                    By:  /s/ W H Watson                                           

                                                                                    Name: W H Watson

                                                                                    Title: Manager

                                                                                    /s/ John T. McDonald                                         

                                                                                    JOHN T. MCDONALD, an individual

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SCHEDULE I

SCHEDULE OF LENDER PARTIES

Lender Party Name and Address	First Closing Loan Amount	Aggregate Loan Amount	Initial Warrant Shares	Additional Warrant Shares
Golden Bridge, LLC 6975 S. Polo Ridge Drive Littleton, CO 80128	$75,000	$150,000	18,750	18,750
W Capital, Inc. c/o MV Equity Partners, Inc. 515 Congress Avenue Suite 1400 Austin, TX 78701	$100,000	$200,000	25,000	25,000
John T. McDonald c/o MV Equity Partners, Inc. 515 Congress Avenue Suite 1400 Austin, TX 78701	$25,000	$50,000	6,250	6,250
Total	$200,000	$400,000	50,000	50,000

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SCHEDULE II

COLLATERAL

Part A

Store #	Address	Description of Collateral
102	808 E. Colfax, Denver, CO  80218	Leasehold & Equipment
103	1300 S. Colorado Blvd, Denver, CO  80222	Leasehold & Equipment
110	8930 E. Hampden Ave, Denver, CO  80231	Leasehold & Equipment
112	4975 N. Federal, Denver, CO  80221	Leasehold & Equipment
140	16810 E. Quincy Ave, Aurora, CO  80601	Leasehold & Equipment
141	550 E. Bromley Lane, Brighton, CO  80601	Furniture, Fixtures & Equipment
142	4670 Peoria St, Denver, CO 80239	Furniture, Fixtures & Equipment
151	3855 Astrozon, Colorado Springs, CO  80916	Furniture, Fixtures & Equipment
167	8020 N. Academy, Colorado Springs, CO  80920	Furniture, Fixtures & Equipment

Part B

Store #	Location	Description of Collateral	First Lien Holder
101	Boulder	Furniture, Fixtures & Equipment	PFGI II
105	Wheatridge	Furniture, Fixtures & Equipment	Wells Fargo
108	Littleton	Furniture, Fixtures & Equipment	Wells Fargo
127	Westminster	Furniture, Fixtures & Equipment	PFGI II
134	Ft Collins	Furniture, Fixtures & Equipment	PFGI II
139	Wheatridge	Furniture, Fixtures & Equipment	PFGI II
154	Aurora	Furniture, Fixtures & Equipment	Wells Fargo
155	Thornton	Furniture, Fixtures & Equipment	PFGI II
160	Loveland	Furniture, Fixtures & Equipment	PFGI II
166	Littleton	Furniture, Fixtures & Equipment	Wells Fargo
168	Firestone	Fee Simple Land, Bldg	PFGI II
Cornerstar	Aurora	Fee Simple Land	PFGI II

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SCHEDULE III

DISCLOSURE SCHEDULE

Schedule 3(g)

The Borrower is in default of certain technical loan covenants on a note payable to Wells Fargo Bank, the N.A. (the "Bank").  The Borrower has never been in payment default on the note and expects to be able to remain current on payments in fiscal 2010, depending however on its sales trends and cash flow from operations.  The Bank has reserved all of its rights and remedies under the Credit Agreement and related agreements pursuant to a Reservation of Rights letter dated February 9, 2009.  However, the Bank is not accelerating the loan at this time and is continuing to accept regularly scheduled payments of principal and interest under the loan; however the acceptance of payments under the loan does not constitute a modification of the Credit Agreement or a waiver of any of the covenants or of the Bank's rights or remedies under the Credit Agreement, including the right to accelerate the loan in the future after the giving of notice. 

11099090

EXHIBIT A

FORM OF SECURED CONVERTIBLE PROMISSORY NOTE

[Attached]

11099090

EXHIBIT B

FORM OF WARRANT

[Attached]

11099090

EXHIBIT C

FORM OF MORTGAGE OR DEED OF TRUST

[Attached] 11099090

EX-2

EXECUTION COPY

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR (II) THE BORROWER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

SECURED CONVERTIBLE PROMISSORY NOTE

$400,000                                                                                                              February 1, 2010

11103827

FOR VALUE RECEIVED, GOOD TIMES RESTAURANTS INC., a Nevada corporation (the "Borrower"), and GOOD TIMES DRIVE THRU, INC., a Colorado corporation (the "Co-Maker"), promise to pay to Golden Bridge, LLC, W Capital, Inc., and John T. McDonald, an individual (each a "Lender Party" and, together, the "Lender") in accordance with their percentage interests as set forth on Schedule I attached hereto, or their respective assigns, in lawful money of the United States of America the principal sum of Four Hundred Thousand Dollars ($400,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Secured Convertible Promissory Note (this "Note") on the unpaid principal balance at a rate equal to 12% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days, provided, that to the extent that any portion of this Note is outstanding after August 1, 2010, the interest rate will increase to 14% per annum from and after August 1, 2010 until the Maturity Date (defined below), after which the interest rate will increase to the Default Rate (as defined in Section 5).  All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) December 31, 2010 (the "Maturity Date"), or (ii) when, upon the occurrence and during the continuance of an Event of Default (as defined in Section 4), such amounts are declared due and payable by the Lender or made automatically due and payable, in each case, in accordance with the terms hereof.  Terms not otherwise defined herein have the respective meanings ascribed to them in the Loan Agreement, dated February 1, 2010 (the "Loan Agreement"), among the Borrower, the Co-Maker and the Lender.

The following is a statement of the rights of each Lender Party and the conditions to which this Note is subject, and to which each Lender Party, by the acceptance of this Note, agrees:

1.      Definitions.  As used in this Note, the following capitalized terms have the following meanings:

"Lender Representative" shall mean the Person designated by the Lender, pursuant to the Loan Agreement, to act on behalf of the Lender.

"Loan Documents" shall mean this Note, the Loan Agreement and the Warrants.

 "Obligations" shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Borrower to the Lender of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note and the other Loan Documents, including, all interest, fees, charges, expenses and attorneys' fees and costs chargeable to and payable by the Borrower hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101, et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding. Notwithstanding the foregoing, the term "Obligations" shall not include any obligations of the Borrower under or with respect to any warrants to purchase the Borrower's capital stock.

"Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

"Securities Act" shall mean the Securities Act of 1933, as amended.

            "Warrants" shall mean the warrants issued to the Lender Parties under the Loan Agreement which are detached from and independent of this Note.

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2.      Payments.

(a)    Interest.  Accrued interest on this Note shall be payable at maturity unless converted pursuant to Section 6 of this Note.

(b)   Prepayment. The Borrower may, without premium or penalty, at any time and from time to time, upon 20 days' prior written notice to the Lender Representative, prepay all or any portion of the outstanding principal balance due under this Note, provided, that during such 20-day notice period, each Lender Party shall have the right to elect to convert all or any portion of this Note allocable to such Lender Party pursuant to Section 6 hereof.  Prepayment of this Note shall not affect the exercisability of the Warrants.

(c)    Additional Debt or Equity Offerings.  Nothing in this Note shall be deemed to prohibit the Borrower or the Co-Maker from incurring debt for borrowed money or issuing equity securities after the date hereof, provided, that the Borrower or the Co-Maker shall use the proceeds received therefrom, net of expenses incurred in connection therewith, to pay down the principal balance then outstanding under this Note, together with all accrued interest thereon.  Any such debt shall provide that payments of interest or principal thereon shall not be due during any period when there is an Event of Default (as defined below) under this Note and the other Loan Documents and any liens securing such debt shall be junior and subordinate to the liens securing this Note and the other Loan Documents.

3.      Security.  The indebtedness evidenced by this Note and the other Loan Documents shall be secured by liens on the restaurant equipment, furniture and other personal property owned by the Co-Maker set forth on Schedule II attached to the Loan Agreement and by mortgages or deeds of trust on the real property leasehold interests of the Co-Maker set forth on Schedule II attached to the Loan Agreement.

4.      Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Loan Documents:

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(a)    Failure to Pay.  The Borrower shall fail to pay (i) when due any principal payment on the due date hereunder or (ii) any interest payment or other payment required under the terms of this Note or any other Loan Document on the date due and such payment shall not have been made within five business days of the Borrower's receipt of written notice to the Borrower of such failure to pay; or

(b)   Breaches of Covenants. The Borrower shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note or the other Loan Documents (other than those specified in Section 4(a)) and such failure shall continue for ten business days after the Borrower's receipt of written notice to the Borrower of such failure; or

(c)    Representations and Warranties. Any representation, warranty, certificate or other statement (financial or otherwise) made or furnished by or on behalf of the Borrower or the Co-Maker to the Lender in writing in connection with this Note or any of the other Loan Documents, or as an inducement to the Lender to enter into this Note and the other Loan Documents, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or

(d)   Other Payment Obligations. Any uncured payment default shall exist under either (i) the Credit Agreement between the Borrower and Wells Fargo Bank, N.A., or (ii) the Loan Agreement, as amended, between the Borrower and PFGI II, LLC, with respect to which the lender is exercising a default remedy; or

(e)    Voluntary Bankruptcy or Insolvency Proceedings. Either the Borrower or the Co-Maker shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or

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(f)    Assignment for Benefit of Creditors, Involuntary Bankruptcy or Insolvency Proceedings. Either the Borrower or the Co-Maker shall make an assignment for the benefit of its creditors or apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of the Borrower or the Co-Maker, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Borrower or the Co-Maker, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 45 days of commencement; or

(g)   Judgments.  A final judgment or order for the payment of money in excess of $500,000 (exclusive of amounts covered by insurance) shall be rendered against the Borrower or the Co-Maker and the same shall remain undischarged for a period of 30 days during which execution shall not be effectively stayed, or any judgment, writ, assessment, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Borrower or the Co-Maker, if any and such judgment, writ or similar process shall not be released, stayed, vacated or otherwise dismissed within 30 days after issue or levy; or

(h)   Sale of the Company. The sale or exchange of all or substantially all of the assets of the Borrower or the Co-Maker (other than a sale or exchange to a subsidiary of the Borrower or the Co-Maker or a sale or exchange effected for the purpose of reincorporating the Borrower or the Co-Maker in another jurisdiction) or the merger or consolidation of the Borrower or the Co-Maker with or into another entity in which the shareholders of the Borrower or the Co-Maker immediately prior to such transaction shall own less than a majority of the voting securities or power of the surviving entity immediately subsequent to such transaction (other than a merger or consolidation effected for the purpose of reincorporating the Borrower or the Co-Maker in another jurisdiction).  Upon the foregoing sale or exchange, all outstanding principal and accrued interest on this Note, if not converted, shall be payable in full pursuant to the provisions of Section 5.

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5.      Rights of Lender upon Default. Upon the occurrence of any Event of Default (other than an Event of Default described in Sections 4(e) or 4(f)) and at any time thereafter during the continuance of such Event of Default, the Lender may, by written notice from the Lender Representative to the Borrower or the Co-Maker, declare all outstanding Obligations payable by the Borrower and the Co-Maker hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Loan Documents to the contrary notwithstanding.  Upon the occurrence of any Event of Default described in Sections 4(e) and 4(f), immediately and without notice, all outstanding Obligations payable by the Borrower and the Co-Maker hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Loan Documents to the contrary notwithstanding.  From and after the date of any Event of Default hereunder, the entire unpaid principal balance of this Note shall immediately begin accruing interest at a default interest rate of 16% per annum (the "Default Rate") until the earlier of (a) the date on which the principal balance outstanding under this Note, together with all accrued interest thereon and other amounts payable hereunder, is paid in full or converted as set forth in Section 6 below, or (b) the date on which such Event of Default is timely cured.  In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, the Lender may exercise any other right, power or remedy granted to it by the Loan Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both.

6.      Conversion.

(a)    Voluntary Conversion. At any time or from time to time prior to the Maturity Date, each Lender Party may elect to convert all or any portion of the outstanding principal amount of this Note allocable to such Lender Party, together with all accrued and unpaid interest thereon, into fully paid and nonassessable shares of the Borrower's Common Stock at a conversion price per share (the "Conversion Price") equal to 75% of the average market price per share of the Borrower's Common Stock over the 20 trading day period prior to such conversion; provided, that the foregoing Conversion Price shall not at any time be less than $0.75 per share or greater than $1.08 per share.  The Conversion Price shall be subject to adjustment from time to time as set forth in the Warrants with respect to the Warrant Price.

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(b)   Conversion Procedure.  Before a Lender Party shall be entitled to convert any portion of this Note into shares of Common Stock pursuant to Section 6(a), such Lender Party give written notice to the Borrower at its principal corporate office of its election to convert the same pursuant to Section 6(a), and shall state therein the amount of the unpaid principal amount and all accrued and unpaid interest of this Note to be converted.  The Borrower shall, as soon as practicable thereafter, issue and deliver to such Lender Party a certificate or certificates for the number of shares to which the Lender Party shall be entitled upon such conversion.  Any conversion of this Note pursuant to Section 6(a) shall be deemed to have been made upon the satisfaction of all of the conditions set forth in this Section 6(b) and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

(c)    Notices of Record Date. In the event of:

                                                                             (i)            Any taking by the Borrower of a record of the holders of any class of securities of the Borrower for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or

                                                                           (ii)            Any capital reorganization of the Borrower, any reclassification or recapitalization of the capital stock of the Borrower or any transfer of all or substantially all of the assets of the Borrower to any other Person or any consolidation or merger involving the Borrower; or

                                                                         (iii)            Any voluntary or involuntary dissolution, liquidation or winding-up of the Borrower,

the Borrower will mail to the then holder of this Note at least ten days prior to the earliest date specified therein, a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and the amount and character of such dividend, distribution or right; and (B) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up is expected to become effective and the record date for determining shareholders entitled to vote thereon.

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7.      Miscellaneous.

(a)    Successors and Assigns; Transfer of this Note or Securities Issuable upon Conversion Hereof. 

                                                                             (i)            Subject to the restrictions on transfer described in this Section 7(a), the rights and obligations of the Borrower and the Lender shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

                                                                           (ii)            With respect to any offer, sale or other disposition of this Note or securities into which such Note may be converted, the Lender will give written notice to the Borrower prior thereto, describing briefly the manner thereof, together with a written opinion of the Lender's counsel, or other evidence if reasonably satisfactory to the Borrower, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Borrower, as promptly as practicable, shall notify the Lender that the Lender may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to the Borrower.  If a determination has been made pursuant to this Section 7(a) that the opinion of counsel for the Lender, or other evidence, is not reasonably satisfactory to the Borrower, the Borrower shall so notify the Lender promptly after such determination has been made.  Each Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Borrower such legend is not required in order to ensure compliance with the Securities Act.  The Borrower may issue stop transfer instructions to its transfer agent in connection with such restrictions. 

                                                                         (iii)            Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Borrower or the Co-Maker without the prior written consent of the Lender.

(b)   Waiver and Amendment.  Any provision of this Note may be amended, waived or modified upon the written consent of the Borrower, the Co-Maker and the Lender.

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(c)    Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be given as set forth in the Loan Agreement.

(d)   Payment.  Unless converted into the Borrower's equity securities pursuant to the terms hereof, payment shall be made in lawful tender of the United States.

(e)    Waivers.  The Borrower hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

(f)    Governing Law.  This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Colorado without regard to the conflicts of law provisions of the State of Colorado or of any other state.

(g)   Waiver of Jury Trial; Judicial Reference.  By acceptance of this Note, each Lender Party hereby agrees and the Borrower and the Co-Maker hereby agree to waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Note or any of the Loan Documents.

Counterparts.  This Note may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Note. 11103827                                                     -9-

The Borrower and the Co-Maker have caused this Note to be issued as of the date first written above.

                                                                        BORROWER:

                                                                        GOOD TIMES RESTAURANTS INC.

                                                                        By:_/s/ Boyd E. Hoback_______________

                                                                        Name: Boyd E. Hoback

                                                                        Title: President and CEO

                                                                        CO-MAKER:

                                                                        GOOD TIMES DRIVE THRU, INC.

                                                                        By:_/s/ Boyd E. Hoback_______________

                                                                        Name: Boyd E. Hoback

                                                                        Title: President and CEO

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SCHEDULE I

SCHEDULE OF LENDER PARTIES

Lender Party	Percentage Interest
Golden Bridge, LLC	37.5%
W Capital, Inc.	50.0%
John T. McDonald	12.5%

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EX-3

EXECUTION COPY

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. MOUNTAIN TIME ON THE EXPIRATION DATE (DEFINED BELOW).

No. __________

                                             GOOD TIMES RESTAURANTS INC.

                                        WARRANT TO PURCHASE SHARES OF

                              COMMON STOCK, PAR VALUE $0.001 PER SHARE

            For VALUE RECEIVED, JOHN T. MCDONALD ("Warrantholder"), is entitled to purchase, subject to the provisions of this Warrant, from GOOD TIMES RESTAURANTS INC., a Nevada corporation (the "Company"), shares of the Company's Common Stock, par value $0.001 per share ("Common Stock"), in the amount and at the price per share set forth in Section 1.  The term "Warrant" as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor or in addition thereto as provided herein.  Terms not otherwise defined herein have the respective meanings ascribed to them in the Loan Agreement, dated February 1, 2010 (the "Loan Agreement"), between the Company and the initial holder of this Warrant.

            Section 1.        Number and Price of Warrant Shares; Expiration Date.

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(a)        This Warrant shall be exercisable at any time or from time to time prior to the Expiration Date described below for 6,250 shares of Common Stock ("Warrant Shares") at an exercise price per share equal to 75% of the average market price per share of Common Stock over the 20 trading day period prior to the date of exercise (the "Warrant Price"), provided, that the foregoing Warrant Price shall not at any time be less than $0.75 per share or greater than $1.08 per share. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

(b)        This Warrant shall expire and be of no further force and effect at 5:00 P.M., Mountain Time, on the second anniversary of repayment or conversion in full of the Loan (the "Expiration Date").          

            Section 2.        Transfers.  As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Exchange Act of 1933, as amended (the "Securities Act"), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.

            Section 3.        Exercise of Warrant.  Subject to the provisions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time and from time to time prior to the Expiration Date upon surrender of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the "Exercise Agreement"), and payment by certified check or wire transfer of funds of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company.  The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered for exercise, the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered.  Certificates for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time after this Warrant shall have been so exercised.  The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder.  If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at the time of delivery of such certificates deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised.

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            Section 4.        Compliance with the Securities Act of 1933. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

            Section  5.       Reservation of Common Stock.  The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued, out of the authorized and unissued shares of Common Stock sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant.  The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid, and non-assessable shares of Common Stock of the Company.

            Section 6.        Adjustments.  Subject and pursuant to the provisions of this Section 6, the Warrant Price and the number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.

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                        (a)        If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares, or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Warrant Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change, and (ii) the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the numerator of which shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above.  Such adjustments shall be made successively whenever any event listed above shall occur.

                        (b)        If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer, or other disposition of all or substantially all of the Company's assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer, or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities, or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer, or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such consolidation, merger, sale, transfer, or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity, shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities, or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant.

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                        (c)        In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 6(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price (as defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company's Board of Directors in good faith) of such assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date.  "Market Price" shall mean, as of a particular date (the "Valuation Date"), the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on the National Association of Securities Dealers, Inc. OTC Bulletin Board (the "Bulletin Board") or such similar quotation system or association, the closing sale price of one share of Common Stock on the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; (c) if the Common Stock is then included in the "pink sheets," the closing sale price of one share of Common Stock on the "pink sheets" on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the "pink sheets" as of the end of the last trading day prior to the Valuation Date; or (d) if the Common Stock is not then listed on a national stock exchange or quoted on the Bulletin Board, the "pink sheets" or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder.  In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (d) of this paragraph, the Company and the Warrantholder shall jointly select an appraiser who is experienced in such matters.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.  Such adjustment shall be made successively whenever such a payment date is fixed.

                        (d)       An adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.

                        (e)        In the event that, as a result of an adjustment made pursuant to this Section 6, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.

            Section 7.        Benefits.  Nothing in this Warrant shall be construed to give any person, firm, or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy, or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.

            Section 8.        Notices to Warrantholder.  Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.  Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

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            Section 9.        Notices.  Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier.  All notices shall be addressed as follows: if to the Warrantholder, at its address as set forth in the Company's books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days' advance written notice to the other:

                                    If to the Company:

Good Times Restaurants Inc.

601 Corporate Circle

Golden, Colorado 80401

Attention: Boyd E. Hoback, President & CEO

            Section 10.      Successors.  All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

            Section 11.      Registration Rights.  The initial Warrantholder is entitled to the benefit of certain registration rights with respect to the shares of Common Stock issuable upon the exercise of this Warrant as provided in the Loan Agreement, and any subsequent Warrantholder may be entitled to such rights.

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            Section 12.      Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of Colorado for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.  Service of process in connection with any such suit, action, or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action, or proceeding, and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

            Section 13.      Cashless Exercise.  Notwithstanding any other provision contained herein to the contrary, the Warrantholder may elect at any time and from time to time to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly executed, to the Company.  Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly issued, and nonassessable shares of Common Stock as is computed using the following formula:

X = Y (A - B)

       A

where 

X =      the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise;

Y =      the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the Warrantholder and shares as to which the purchase rights are to be canceled as payment therefor);

A =      the Market Price of one share of Common Stock as at the date the net issue election is made; and

B =      the Warrant Price in effect under this Warrant at the time the net issue election is made.

Section 14.      No Rights as Stockholder.  Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

            Section 15.      Amendment; Waiver  Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 6 of this Warrant) upon the written consent of the Company and the Warrantholder.

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            IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, effective as of the 1st day of February, 2010.

                                                                        GOOD TIMES RESTAURANTS INC.

                                                                        By:_/s/ Boyd E. Hoback

                                                                        Name: Boyd E. Hoback

                                                                        Title: President and CEO

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APPENDIX A

GOOD TIMES RESTAURANTS INC.

WARRANT EXERCISE FORM

To GOOD TIMES RESTAURANTS INC.:

            The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant ("Warrant") for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Common Stock ("Warrant Shares") provided for therein, and requests that certificates for the Warrant Shares be issued as follows:

                                    Name:                                                                                     

                                    Address:                                                                                 

                                    Federal Tax ID

                                    Or Social Security No.:                                                          

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder and delivered to the address stated below.

Dated: ___________________, ____                                    Signature:_______________________

                                                                                    _______________________________

                                                                                    Name (please print)

                                                                                    ______________________________

                                                                                    ______________________________

                                                                                    Address

                                                                                    ______________________________

                                                                                    Federal Identification or

                                                                                    Social Security No.

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APPENDIX B

GOOD TIMES RESTAURANTS INC.

NET ISSUE ELECTION NOTICE

To: GOOD TIMES RESTAURANTS INC.

Date:_________________________

The undersigned hereby elects under Section 13 of this Warrant to surrender the right to purchase ____________ shares of Common Stock pursuant to this Warrant and hereby requests the issuance of _____________ shares of Common Stock.  The certificate(s) for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

_________________________________________

Signature

_________________________________________

Name for Registration

_________________________________________

Mailing Address

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EX-4

EXECUTION COPY

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. MOUNTAIN TIME ON THE EXPIRATION DATE (DEFINED BELOW).

No. __________

                                             GOOD TIMES RESTAURANTS INC.

                                        WARRANT TO PURCHASE SHARES OF

                              COMMON STOCK, PAR VALUE $0.001 PER SHARE

            For VALUE RECEIVED, GOLDEN BRIDGE, LLC ("Warrantholder"), is entitled to purchase, subject to the provisions of this Warrant, from GOOD TIMES RESTAURANTS INC., a Nevada corporation (the "Company"), shares of the Company's Common Stock, par value $0.001 per share ("Common Stock"), in the amount and at the price per share set forth in Section 1.  The term "Warrant" as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor or in addition thereto as provided herein.  Terms not otherwise defined herein have the respective meanings ascribed to them in the Loan Agreement, dated February 1, 2010 (the "Loan Agreement"), between the Company and the initial holder of this Warrant.

            Section 1.        Number and Price of Warrant Shares; Expiration Date.

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(a)        This Warrant shall be exercisable at any time or from time to time prior to the Expiration Date described below for 18,750 shares of Common Stock ("Warrant Shares") at an exercise price per share equal to 75% of the average market price per share of Common Stock over the 20 trading day period prior to the date of exercise (the "Warrant Price"), provided, that the foregoing Warrant Price shall not at any time be less than $0.75 per share or greater than $1.08 per share. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

(b)        This Warrant shall expire and be of no further force and effect at 5:00 P.M., Mountain Time, on the second anniversary of repayment or conversion in full of the Loan (the "Expiration Date").          

            Section 2.        Transfers.  As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Exchange Act of 1933, as amended (the "Securities Act"), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.

            Section 3.        Exercise of Warrant.  Subject to the provisions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time and from time to time prior to the Expiration Date upon surrender of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the "Exercise Agreement"), and payment by certified check or wire transfer of funds of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company.  The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered for exercise, the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered.  Certificates for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time after this Warrant shall have been so exercised.  The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder.  If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at the time of delivery of such certificates deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised.

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            Section 4.        Compliance with the Securities Act of 1933. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

            Section  5.       Reservation of Common Stock.  The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued, out of the authorized and unissued shares of Common Stock sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant.  The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid, and non-assessable shares of Common Stock of the Company.

            Section 6.        Adjustments.  Subject and pursuant to the provisions of this Section 6, the Warrant Price and the number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.

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                        (a)        If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares, or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Warrant Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change, and (ii) the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the numerator of which shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above.  Such adjustments shall be made successively whenever any event listed above shall occur.

                        (b)        If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer, or other disposition of all or substantially all of the Company's assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer, or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities, or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer, or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such consolidation, merger, sale, transfer, or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity, shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities, or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant.

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                        (c)        In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 6(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price (as defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company's Board of Directors in good faith) of such assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date.  "Market Price" shall mean, as of a particular date (the "Valuation Date"), the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on the National Association of Securities Dealers, Inc. OTC Bulletin Board (the "Bulletin Board") or such similar quotation system or association, the closing sale price of one share of Common Stock on the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; (c) if the Common Stock is then included in the "pink sheets," the closing sale price of one share of Common Stock on the "pink sheets" on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the "pink sheets" as of the end of the last trading day prior to the Valuation Date; or (d) if the Common Stock is not then listed on a national stock exchange or quoted on the Bulletin Board, the "pink sheets" or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder.  In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (d) of this paragraph, the Company and the Warrantholder shall jointly select an appraiser who is experienced in such matters.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.  Such adjustment shall be made successively whenever such a payment date is fixed.

                        (d)       An adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.

                        (e)        In the event that, as a result of an adjustment made pursuant to this Section 6, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.

            Section 7.        Benefits.  Nothing in this Warrant shall be construed to give any person, firm, or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy, or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.

            Section 8.        Notices to Warrantholder.  Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.  Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

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            Section 9.        Notices.  Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier.  All notices shall be addressed as follows: if to the Warrantholder, at its address as set forth in the Company's books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days' advance written notice to the other:

                                    If to the Company:

Good Times Restaurants Inc.

601 Corporate Circle

Golden, Colorado 80401

Attention: Boyd E. Hoback, President & CEO

            Section 10.      Successors.  All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

            Section 11.      Registration Rights.  The initial Warrantholder is entitled to the benefit of certain registration rights with respect to the shares of Common Stock issuable upon the exercise of this Warrant as provided in the Loan Agreement, and any subsequent Warrantholder may be entitled to such rights.

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            Section 12.      Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of Colorado for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.  Service of process in connection with any such suit, action, or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action, or proceeding, and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

            Section 13.      Cashless Exercise.  Notwithstanding any other provision contained herein to the contrary, the Warrantholder may elect at any time and from time to time to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly executed, to the Company.  Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly issued, and nonassessable shares of Common Stock as is computed using the following formula:

X = Y (A - B)

       A

where 

X =      the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise;

Y =      the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the Warrantholder and shares as to which the purchase rights are to be canceled as payment therefor);

A =      the Market Price of one share of Common Stock as at the date the net issue election is made; and

B =      the Warrant Price in effect under this Warrant at the time the net issue election is made.

Section 14.      No Rights as Stockholder.  Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

            Section 15.      Amendment; Waiver  Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 6 of this Warrant) upon the written consent of the Company and the Warrantholder.

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            IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, effective as of the 1st day of February, 2010.

                                                                        GOOD TIMES RESTAURANTS INC.

                                                                        By:_/s/ Boyd E. Hoback______________________

                                                                        Name: Boyd E. Hoback

                                                                        Title: President and CEO

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APPENDIX A

GOOD TIMES RESTAURANTS INC.

WARRANT EXERCISE FORM

To GOOD TIMES RESTAURANTS INC.:

            The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant ("Warrant") for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Common Stock ("Warrant Shares") provided for therein, and requests that certificates for the Warrant Shares be issued as follows:

                                    Name:                                                                                     

                                    Address:                                                                                 

                                    Federal Tax ID

                                    Or Social Security No.:                                                          

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder and delivered to the address stated below.

Dated: ___________________, ____                                    Signature:_______________________

                                                                                    _______________________________

                                                                                    Name (please print)

                                                                                    ______________________________

                                                                                    ______________________________

                                                                                    Address

                                                                                    ______________________________

                                                                                    Federal Identification or

                                                                                    Social Security No.

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APPENDIX B

GOOD TIMES RESTAURANTS INC.

NET ISSUE ELECTION NOTICE

To: GOOD TIMES RESTAURANTS INC.

Date:_________________________

The undersigned hereby elects under Section 13 of this Warrant to surrender the right to purchase ____________ shares of Common Stock pursuant to this Warrant and hereby requests the issuance of _____________ shares of Common Stock.  The certificate(s) for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

_________________________________________

Signature

_________________________________________

Name for Registration

_________________________________________

Mailing Address

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EX-5

EXECUTION COPY

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. MOUNTAIN TIME ON THE EXPIRATION DATE (DEFINED BELOW).

No. __________

                                             GOOD TIMES RESTAURANTS INC.

                                        WARRANT TO PURCHASE SHARES OF

                              COMMON STOCK, PAR VALUE $0.001 PER SHARE

            For VALUE RECEIVED, W CAPITAL, INC. ("Warrantholder"), is entitled to purchase, subject to the provisions of this Warrant, from GOOD TIMES RESTAURANTS INC., a Nevada corporation (the "Company"), shares of the Company's Common Stock, par value $0.001 per share ("Common Stock"), in the amount and at the price per share set forth in Section 1.  The term "Warrant" as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor or in addition thereto as provided herein.  Terms not otherwise defined herein have the respective meanings ascribed to them in the Loan Agreement, dated February 1, 2010 (the "Loan Agreement"), between the Company and the initial holder of this Warrant.

            Section 1.        Number and Price of Warrant Shares; Expiration Date.

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(a)        This Warrant shall be exercisable at any time or from time to time prior to the Expiration Date described below for 25,000 shares of Common Stock ("Warrant Shares") at an exercise price per share equal to 75% of the average market price per share of Common Stock over the 20 trading day period prior to the date of exercise (the "Warrant Price"), provided, that the foregoing Warrant Price shall not at any time be less than $0.75 per share or greater than $1.08 per share. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

(b)        This Warrant shall expire and be of no further force and effect at 5:00 P.M., Mountain Time, on the second anniversary of repayment or conversion in full of the Loan (the "Expiration Date").          

            Section 2.        Transfers.  As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Exchange Act of 1933, as amended (the "Securities Act"), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.

            Section 3.        Exercise of Warrant.  Subject to the provisions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time and from time to time prior to the Expiration Date upon surrender of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the "Exercise Agreement"), and payment by certified check or wire transfer of funds of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company.  The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered for exercise, the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered.  Certificates for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time after this Warrant shall have been so exercised.  The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder.  If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at the time of delivery of such certificates deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised.

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            Section 4.        Compliance with the Securities Act of 1933. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

            Section  5.       Reservation of Common Stock.  The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued, out of the authorized and unissued shares of Common Stock sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant.  The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid, and non-assessable shares of Common Stock of the Company.

            Section 6.        Adjustments.  Subject and pursuant to the provisions of this Section 6, the Warrant Price and the number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.

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                        (a)        If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares, or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Warrant Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change, and (ii) the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the numerator of which shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above.  Such adjustments shall be made successively whenever any event listed above shall occur.

                        (b)        If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer, or other disposition of all or substantially all of the Company's assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer, or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities, or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer, or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such consolidation, merger, sale, transfer, or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity, shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities, or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant.

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                        (c)        In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 6(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price (as defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company's Board of Directors in good faith) of such assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date.  "Market Price" shall mean, as of a particular date (the "Valuation Date"), the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on the National Association of Securities Dealers, Inc. OTC Bulletin Board (the "Bulletin Board") or such similar quotation system or association, the closing sale price of one share of Common Stock on the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; (c) if the Common Stock is then included in the "pink sheets," the closing sale price of one share of Common Stock on the "pink sheets" on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the "pink sheets" as of the end of the last trading day prior to the Valuation Date; or (d) if the Common Stock is not then listed on a national stock exchange or quoted on the Bulletin Board, the "pink sheets" or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder.  In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (d) of this paragraph, the Company and the Warrantholder shall jointly select an appraiser who is experienced in such matters.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.  Such adjustment shall be made successively whenever such a payment date is fixed.

                        (d)       An adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.

                        (e)        In the event that, as a result of an adjustment made pursuant to this Section 6, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.

            Section 7.        Benefits.  Nothing in this Warrant shall be construed to give any person, firm, or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy, or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.

            Section 8.        Notices to Warrantholder.  Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.  Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

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            Section 9.        Notices.  Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier.  All notices shall be addressed as follows: if to the Warrantholder, at its address as set forth in the Company's books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days' advance written notice to the other:

                                    If to the Company:

Good Times Restaurants Inc.

601 Corporate Circle

Golden, Colorado 80401

Attention: Boyd E. Hoback, President & CEO

            Section 10.      Successors.  All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

            Section 11.      Registration Rights.  The initial Warrantholder is entitled to the benefit of certain registration rights with respect to the shares of Common Stock issuable upon the exercise of this Warrant as provided in the Loan Agreement, and any subsequent Warrantholder may be entitled to such rights.

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            Section 12.      Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of Colorado for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.  Service of process in connection with any such suit, action, or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action, or proceeding, and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

            Section 13.      Cashless Exercise.  Notwithstanding any other provision contained herein to the contrary, the Warrantholder may elect at any time and from time to time to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly executed, to the Company.  Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly issued, and nonassessable shares of Common Stock as is computed using the following formula:

X = Y (A - B)

       A

where 

X =      the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise;

Y =      the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the Warrantholder and shares as to which the purchase rights are to be canceled as payment therefor);

A =      the Market Price of one share of Common Stock as at the date the net issue election is made; and

B =      the Warrant Price in effect under this Warrant at the time the net issue election is made.

Section 14.      No Rights as Stockholder.  Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

            Section 15.      Amendment; Waiver  Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 6 of this Warrant) upon the written consent of the Company and the Warrantholder.

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            IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, effective as of the 1st day of February, 2010.

                                                                        GOOD TIMES RESTAURANTS INC.

                                                                        By:_/s/ Boyd E. Hoback

                                                                        Name: Boyd E. Hoback

                                                                        Title: President and CEO

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APPENDIX A

GOOD TIMES RESTAURANTS INC.

WARRANT EXERCISE FORM

To GOOD TIMES RESTAURANTS INC.:

            The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant ("Warrant") for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Common Stock ("Warrant Shares") provided for therein, and requests that certificates for the Warrant Shares be issued as follows:

                                    Name:                                                                                     

                                    Address:                                                                                 

                                    Federal Tax ID

                                    Or Social Security No.:                                                          

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder and delivered to the address stated below.

Dated: ___________________, ____                                    Signature:_______________________

                                                                                    _______________________________

                                                                                    Name (please print)

                                                                                    ______________________________

                                                                                    ______________________________

                                                                                    Address

                                                                                    ______________________________

                                                                                    Federal Identification or

                                                                                    Social Security No.

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APPENDIX B

GOOD TIMES RESTAURANTS INC.

NET ISSUE ELECTION NOTICE

To: GOOD TIMES RESTAURANTS INC.

Date:_________________________

The undersigned hereby elects under Section 13 of this Warrant to surrender the right to purchase ____________ shares of Common Stock pursuant to this Warrant and hereby requests the issuance of _____________ shares of Common Stock.  The certificate(s) for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

_________________________________________

Signature

_________________________________________

Name for Registration

_________________________________________

Mailing Address

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