_

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RNePmcZVdkPxeuvI5NBgaZMNyG/HmHoIh/FeZAGE5eTgYH9timKU6E21o40X+Qm8 YRHwdLlTWldhitjnYWp/vA== 0000825324-10-000008.txt : 20100406 0000825324-10-000008.hdr.sgml : 20100406 20100406113110 ACCESSION NUMBER: 0000825324-10-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100406 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20100406 DATE AS OF CHANGE: 20100406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOD TIMES RESTAURANTS INC CENTRAL INDEX KEY: 0000825324 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841133368 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18590 FILM NUMBER: 10733527 BUSINESS ADDRESS: STREET 1: 601 CORPORATE CIRCLE CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3033841400 MAIL ADDRESS: STREET 1: 601 CORPORATE CIRCLE CITY: GOLDEN STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: PARAMOUNT VENTURES INC DATE OF NAME CHANGE: 19900205 8-K 1 form8k1.htm _

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)

April 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))

11149096

11379472.2

Item 1.01 Entry into a Material Definitive Agreement.

On April 1, 2010 (the "Effective Date"), Good Times Restaurants Inc. (the "Company") entered into a First Amendment to Loan Agreement (the "First Amendment") which amends that certain Loan Agreement, dated February 1, 2010 (the "Loan Agreement"), among the Company, Good Times Drive Thru Inc., a wholly owned subsidiary of the Company ("GTDT"),Golden Bridge LLC ("Golden Bridge"), W Capital, Inc. ("W Capital"), and John T. McDonald ("McDonald") (Golden Bridge, W Capital and McDonald are each a "Lender Party" and collectively "the Lender" under the Loan Agreement). The Loan Agreement is described on the Form 8-K filed by the Company on February 3, 2010. As a result of regulatory concerns, the effect of the First Amendment is to replace Golden Bridge as a Lender Party under the Loan Agreement with W Capital and McDonald on the same terms and conditions that applied to Golden Bridge.

The First Amendment provides for the repayment of the entire principal amount of $150,000 owed to Golden Bridge upon the Effective Date, whereby Golden Bridge will thereafter cease to be a Lender Party under the Loan Agreement and to have any rights and obligations thereunder, except that the Company shall remain liable for accrued interest to Golden Bridge through the Effective Date, payable on August 1, 2010. The First Amendment further provides for additional loans to the Company by W Capital, in the additional principal amount of $100,000, and McDonald, in the additional principal amount of $50,000, on the Effective Date.

Pursuant to the First Amendment, the Secured Convertible Promissory Note, dated February 1, 2010, issued by the Company and GTDT to Golden Bridge, W Capital and McDonald, was cancelled in its entirety. The Company and GTDT issued a new Secured Convertible Promissory Note (the "New Note") to W Capital and McDonald dated April 1, 2010. In addition, the Warrant, dated February 1, 2010, issued by the Company to Golden Bridge, was cancelled in its entirety. The Company issued new warrants (the "New Warrants") to W Capital, with respect to 12,500 shares of the Company's Common Stock, and McDonald, with respect to 6,250 shares of the Company's Common Stock.

Finally, the First Amendment amends Schedule I to the Loan Agreement to reflect that the number of "Additional Warrant Shares" issuable to each Lender Party pursuant to Section 1(c) of the Loan Agreement will be as follows:

Lender Party Additional Warrant Shares

W Capital 37,500

McDonald 12,500

The Registration Statement on Form S-3 filed by the Company on March 4, 2010 in connection with the Loan Agreement will be amended to reflect the terms of the First Amendment, the New Note and the New Warrants.

The First Amendment, the New Note, and the New Warrants (collectively, the "Amended 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 Amended Loan Documents is qualified in its entirety by reference to the full text of the Amended 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.

The description of the Amended Loan Documents contained in Item 1.01 above is incorporated herein by reference.

11149096

11379472.2

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 April1, 2010 by Good Times Restaurants Inc.
10.1	First Amendment to Loan Agreement dated April 1, 2010 among W Capital, John T. McDonald, Golden Bridge, LLC, and Good Times Restaurants Inc.
10.2	Promissory Note dated April 1, 2010 by Good Times Drive Thru Inc. and Good Times Restaurants Inc.

11149096

11379472.2

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: April 6, 2010 By: /s/ Boyd E. Hoback

Boyd E. Hoback

President and Chief Executive Officer11149096

11379472.2

EX-1 2 amendloanagree1.htm AMENDMENT TO LOAN AGREEMENT

FIRST AMENDMENT TO LOAN AGREEMENT

This FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into effective as of April 1, 2010 (the "Effective Date"), by and among Good Times Restaurants Inc., a Nevada corporation (the "Borrower"), Golden Bridge LLC ("Golden Bridge"), W Capital, Inc. ("W Capital"), and John T. McDonald ("McDonald").

WHEREAS, Golden Bridge, W Capital and McDonald are each a "Lender Party" and collectively the "Lender" under that certain Loan Agreement dated February 1, 2010 (the "Loan Agreement"), with the Borrower and its subsidiary Good Times Drive Thru, Inc., a Colorado corporation (the "Co-Maker");

WHEREAS, Section 8(b) of the Loan Agreement provides that any provision of the Loan Agreement may be amended, waived or modified only upon the written consent of the Borrower and the Lender; and

WHEREAS, the Borrower and the Lender desire to amend the terms of the Loan Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1. Repayment of Golden Bridge Principal Amount; Liability for Accrued Interest.

(a) On the Effective Date, the Borrower shall pay to Golden Bridge the sum of $150,000, which is equal to the aggregate principal amount which has heretofore been advanced by Golden Bridge to the Borrower pursuant to the Loan Agreement. From and after the Effective Date, Golden Bridge shall cease to be a Lender Party under the Loan Agreement and shall cease to have any rights or obligations thereunder.

(b) Notwithstanding the foregoing, the Borrower shall remain liable to Golden Bridge for the amount of accrued interest on the aggregate principal amount advanced by Golden Bridge from the date of each advance through the Effective Date 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. Such accrued interest amount shall be payable to Golden Bridge on August 1, 2010.

11310954.1

2. Additional Advances by W Capital and McDonald. On the Effective Date, W Capital shall advance to the Borrower an additional principal amount of $100,000, and McDonald shall advance to the Borrower an additional principal amount of $50,000. The additional advances required by this Amendment shall not be constitute an "Additional Closing" under Section 2(b) of the Loan Agreement.

3. Cancellation of Existing Note; Issuance of New Note. On the Effective Date, the Secured Convertible Promissory Note, dated February 1, 2010, issued by the Borrower and the Co-Maker to Golden Bridge, W Capital and McDonald, shall be cancelled in its entirety. The Borrower and the Co-Maker shall issue a new Secured Convertible Promissory Note to W Capital and McDonald, in substantially the form attached hereto as Exhibit A.

4. Cancellation of Golden Bridge Warrant; Issuance of New Warrants. On the Effective Date, the Warrant, dated February 1, 2010, issued by the Borrower to Golden Bridge, shall be cancelled in its entirety. The Borrower shall issue new warrants to W Capital, with respect to 12,500 shares of the Borrower's Common Stock, and McDonald, with respect to 6,250 shares of the Borrower's Common Stock, in substantially the forms attached hereto as Exhibit B and Exhibit C, respectively.

5. Issuance of Additional Warrants pursuant to Loan Agreement. The number of "Additional Warrant Shares" issuable to each Lender Party pursuant to Section 1(c) of the Loan Agreement shall be as follows:

Lender Party Additional Warrant Shares

W Capital 37,500

McDonald 12,500

Schedule I to the Loan Agreement is hereby automatically amended to reflect the foregoing.

6. Effect of this Amendment. Except as specifically amended as set forth herein, each term and condition of the Loan Agreement shall continue in full force and effect.

11310954.1

7. Counterparts; Facsimile Signatures. This Amendment may be executed or consented to in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. This Amendment may be executed and delivered by facsimile or electronically and, upon such delivery, the facsimile or electronically transmitted signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

11310954.1

The parties have caused this Amendment to be duly executed and delivered effective as of the date and year first written above.

GOOD TIMES RESTAURANTS INC.

By: /s/ Boyd E. Hoback

Name: Boyd E. Hoback

Title: President and CEO

W CAPITAL, INC.

By: /s/ W H Watson

Name: W H Watson

Title: Manager

/s/ John T. McDonald

JOHN T. MCDONALD, an individual

GOLDEN BRIDGE LLC

By: /s/ Eric W. Reinhard

Name: Eric W. Reinhard

Title: Manager

11310954.1

EXHIBIT A

NEW SECURED CONVERTIBLE PROMISSORY NOTE

[Attached]

11310954.1

EXHIBIT B

NEW WARRANT TO W CAPITAL, INC.

[Attached]

11310954.1

EXHIBIT C

NEW WARRANT TO JOHN T. McDONALD

[Attached] 11310954.1

EX-2 3 bridgenoteapril1.htm

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 April 1, 2010

11345051.1

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 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 each advance made under this Secured Convertible Promissory Note (this "Note"), as set forth Schedule II attached hereto, 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, as amended April 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.

"Majority in Interest of the Lender" shall mean Persons holding more than 50% of the then aggregate outstanding principal amount of this Note.

"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.

11345051.1 -2-

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

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:

11345051.1 -3-

(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

11345051.1 -4-

(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.

11345051.1 -5-

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, a Majority in Interest of 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, a Majority in Interest of 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.

11345051.1 -6-

(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 shall 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.

(d) Conversion Rights are Several, not Joint. Each Lender Party's rights to convert pursuant to this Section 6 are several rights, not rights jointly held with any other Lender Party.

11345051.1 -7-

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.

11345051.1 -8-

(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. 11345051.1 -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

11345051.1

SCHEDULE I

SCHEDULE OF LENDER PARTIES

Lender Party

Percentage Interest

W Capital, Inc.

75.0%

John T. McDonald

25.0%

11345051.1

SCHEDULE II

SCHEDULE OF ADVANCES

Lender Party	Date of Advance	Principal Amount Advanced
W Capital, Inc.	February 1, 2010	$100,000
John T. McDonald	February 1, 2010	$25,000
W Capital, Inc.	________ ___, 2010	$100,000
John T. McDonald	________ ___, 2010	$25,000
W Capital, Inc.	April 1, 2010	$100,000
John T. McDonald	April 1, 2010	$50,000

11345051.1

EX-3 4 bridgewarrantmcdonald1.htm Counsel

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, as amended April 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.

11345184.1

(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.

11345184.1

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.

11345184.1

(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.

11345184.1

(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.

11345184.1

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.

11345184.1

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)

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.

11345184.1

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

GOOD TIMES RESTAURANTS INC.

By:/s/ Boyd E. Hoback

Name: Boyd E. Hoback

Title: President and CEO

11345184.1

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.

11345184.1

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

11345184.1

EX-4 5 bridgewarrantwcapital1.htm Counsel

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, as amended April 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.

11345167.1

(a) This Warrant shall be exercisable at any time or from time to time prior to the Expiration Date described below for 12,500 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.

11345167.1

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.

11345167.1

X = Y (A - B)

where

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

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.

11345167.1

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

GOOD TIMES RESTAURANTS INC.

By:/s/ Boyd E. Hoback

Name: Boyd E. Hoback

Title: President and CEO

11345167.1

APPENDIX A

GOOD TIMES RESTAURANTS INC.

WARRANT EXERCISE FORM

To GOOD TIMES RESTAURANTS INC.:

Name:

Address:

Federal Tax ID

Or Social Security No.:

Dated: ___________________, ____ Signature:_______________________

_______________________________

Name (please print)

______________________________

Address

______________________________

Federal Identification or

Social Security No.

11345167.1

APPENDIX B

GOOD TIMES RESTAURANTS INC.

NET ISSUE ELECTION NOTICE

To: GOOD TIMES RESTAURANTS INC.

Date:_________________________

_________________________________________

Signature

_________________________________________

Name for Registration

_________________________________________

Mailing Address

11345167.1

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