_

0000825324-10-000027.txt : 20101217 0000825324-10-000027.hdr.sgml : 20101217 20101217153602 ACCESSION NUMBER: 0000825324-10-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20101217 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20101217 DATE AS OF CHANGE: 20101217 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: 101259839 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)

December 17, 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))

Item 1.01 Entry into a Material Definitive Agreement.

Completion of Strategic Investment

As previously disclosed in a current report filed on November 3, 2010, Good Times Restaurants Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement"), dated October 29, 2010, as amended December 13, 2010, with Small Island Investments Limited, a Bermuda corporation (the "Investor"), under which the Company agreed to sell, and the Investor agreed to purchase, 4,200,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $0.50 per share, or an aggregate purchase price of $2,100,000 (the "Investment Transaction"). Pursuant to the Purchase Agreement, the closing of the Investment Transaction (the "Closing") was subject to the receipt of stockholder approval of the Investment Transaction and a reverse split of the Common Stock to take effect after the Closing. As disclosed in Item 5.07 below, stockholder approval was obtained at a Special Meeting of Stockholders held December 13, 2010 (the "Special Meeting").

Accordingly, on December 13, 2010, following the Special Meeting, the Company and the Investor completed the issuance and sale of the Shares to the Investor. The Company received gross proceeds of $2,100,000, which will be used to pay its interim working capital loans, reduce the Company's current liabilities and provide working capital for fiscal 2011 and beyond.

Registration Rights Agreement

On December 13, 2010, the Company and the Investor entered into a Registration Rights Agreement, pursuant to which the Company granted to the Investor certain registration rights to enable the public resale of the Shares. Pursuant to the Registration Rights Agreement, the Investor has the right to require the Company to register for resale all or a portion of the Shares within 45 days of the Investor's written request for such registration. The Investor may not request more than two such registrations under the Registration Rights Agreement. In addition, the Registration Rights Agreement provides that if the Company proposes to register for public sale shares of Common Stock (including upon the request of a stockholder other than the Investor), then the Investor shall have a right to include all or a portion of the Shares in such registration.

The Company agreed to pay all expenses associated with the registration of the Shares, including the fees and expenses of counsel to the Investor. The Company also agreed to indemnify the Investor, and its officers, directors, members, investors, employees and agents, successors and assigns, and each other person, if any, who controls the Investor within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon specified violations or failures to comply with applicable federal and state securities laws, rules and regulations.

A copy of the Registration Rights Agreement dated December 13, 2010 is attached hereto as Exhibit 10.1 and is hereby incorporated by reference.

Amendment and Restatement of Credit Agreement and Term Note with Wells Fargo

As a condition to the Closing of the Investment Transaction, the Company amended and restated its credit agreement and term note with Wells Fargo Bank, N.A. ("Wells Fargo") effective as of December 13, 2010. Pursuant to the Amended and Restated Credit Agreement, Wells Fargo consented to (a) the Investment Transaction, and (b) the Company's use of a portion of the proceeds of the Investment Transaction to pay off certain interim capital loans as described below. In addition, Wells Fargo agreed to accept additional building and equipment collateral in exchange for modifying certain financial covenants of the loan without affecting the Company's interest rate or repayment term. The Company had previously been in default of these financial covenants, although it has never been in payment default under the loan. Accordingly, the execution of the Amended and Restated Credit Agreement with Wells Fargo has allowed the Company to regain compliance with the modified financial loan covenants.

A copy of the Amended and Restated Credit Agreement dated December 13, 2010 is attached hereto as Exhibit 10.2 and is hereby incorporated by reference.

A copy of the Amended and Restated Term Note dated December 13, 2010 is attached hereto as Exhibit 10.4 and is hereby incorporated by reference.

Repayment and Conversion of W Capital and McDonald Loans

As previously disclosed in current reports filed on February 3, 2010 and April 6, 2010, pursuant to a loan agreement dated February 1, 2010, as amended April 1, 2010, the Company obtained loans totaling $400,000 from W Capital, Inc. ("W Capital") and John T. McDonald ("McDonald") to be used for restaurant marketing and other working capital uses of Good Times Drive Thru Inc., the Company's wholly-owned subsidiary ("GTDT"). The loans were evidenced by a Secured Convertible Promissory Note dated April 1, 2010 made by the Company and GTDT, as co-makers, and bearing interest at a rate of 12% per annum on the unpaid principal balance through August 1, 2010 and at a rate of 14% per annum from and after August 1, 2010 until the maturity date of December 31, 2010. The note provided that the outstanding principal balance and accrued interest on the loan would be convertible into shares of Common Stock at any time prior to repayment at a conversion price of 25% less than the average price of the Common stock during the 20 days prior to the conversion date, but not below $0.75 per share nor above $1.08 per share. However, in connection with the Investment Transaction, the Company repaid the $400,000 principal amount due to W Capital and McDonald and the lenders agreed to convert the accrued interest payable on the loans into shares of Common Stock at a conversion price of $0.50 per share and entered into an agreement with the Company to amend the conversion provisions of the note accordingly.

A copy of the Consent and Agreement dated as of December 13, 2010 between the Company, W Capital and McDonald is attached hereto as Exhibit 10.3 and is hereby incorporated by reference.

Repayment of Golden Bridge Loan

On April 20, 2009 as reported on Form 8-K, the Company entered into a loan agreement with Golden Bridge, LLC ("Golden Bridge"), pursuant to which Golden Bridge made a loan of $185,000 to GTDT to be used for restaurant marketing and other working capital costs. Eric W. Reinhard, Ron Goodson, David Grissen, Richard J. Stark, and Alan A. Teran, who were all members of the Company's Board of Directors at the time of the transaction and stockholders of the Company, are the sole members of Golden Bridge, and Eric W. Reinhard is the sole manager of Golden Bridge. The loan was evidenced by a Promissory Note dated April 20, 2009 made by the Company and GTDT, as co-makers, and bearing interest at a rate of 10% per annum on the unpaid principal balance. The note

provided for monthly interest payments and was to mature and be due and payable in full on December 31, 2010. The loan was repaid in full on December 13, 2010 from the proceeds of the Investment Transaction.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosures regarding the repayment and conversion of the W Capital and McDonald loans and the repayment of the Golden Bridge loan set forth under Item 1.01 above are hereby incorporated by reference.

The Secured Convertible Promissory Note dated April 1, 2010 made by the Company and GTDT, as co-makers, payable to W Capital and McDonald, was terminated as a result of the repayment of the outstanding principal balance of $400,000 and the conversion of accrued interest into shares of Common Stock.

The Promissory Note dated April 20, 2009 made by the Company and GTDT, as co-makers, payable to Golden Bridge, was terminated as a result of the repayment of the outstanding principal balance of $185,000.

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

The disclosure regarding the amendment and restatement of the credit agreement and term note with Wells Fargo set forth under Item 1.01 above is hereby incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure regarding the completion of the Investment Transaction as set forth under Item 1.01 above is hereby incorporated by reference.

The Shares sold to the Investor in the Investment Transaction were not registered under the Securities Act or state securities laws, and may not be resold in the United States in the absence of an effective registration statement filed with the U.S. Securities and Exchange Commission ("SEC") or an available exemption from federal and state registration requirements.

In the Purchase Agreement, the Investor represented to the Company that: (a) it is an accredited investor, as such term is defined Rule 501 of Regulation D promulgated under the Securities Act, (b) it acquired the Shares as principal for its own account for investment purposes and not with a view to or for distributing or reselling the Shares or any part thereof, and (c) it is knowledgeable, sophisticated and experienced in making, and qualified to make, decisions with respect to investments in securities representing an investment decision similar to that involved in the purchase of the Shares. The Company has relied on the exemption from the registration requirements of the Securities Act set forth in Section 4(2) thereof and the rules and regulations promulgated thereunder for the purposes of the Investment Transaction.

As disclosed in Item 1.01 above, in connection with the Investment Transaction, the accrued interest payable to W Capital and McDonald was converted into 79,430 shares of Common Stock at a conversion price of $0.50 per share. The Company relied on the exemption from registration requirements of the Securities Act set forth in Section 4(2) thereof and the rules and regulations promulgated thereunder for the issuance of the Conversion Shares.

Item 3.03 Material Modification to Rights of Security Holders

In connection with the Investment Transaction, the holders of shares of Common Stock issued upon conversion of the Company's Series B Preferred Stock in June 2006 (the "Series B Investors") agreed to waive their preemptive rights with respect to the issuance of the Shares to the Investor. In addition, the Series B Investors agreed to cancel their contractual director designation rights granted in connection with the original issuance of the Series B Preferred Stock.

A copy of the Consent and Waiver dated as of December 13, 2010 by the Series B Investors is attached hereto as Exhibit 10.5 and is hereby incorporated by reference.

The Purchase Agreement provides that for so long as the Investor holds more than 50 percent of the Company's outstanding Common Stock, (i) the Company's Board of Directors shall consist of seven members, and (ii) the Investor will have the right to designate four members of the Board. In addition, the Investor has agreed to vote its Shares in any election of directors in favor of one person designated by The Bailey Company LLLP and its affiliates and one person designated by Eric W. Reinhard. However, if the Bailey Group or Reinhard ceases to own at least 600,000 shares of the Company's Common Stock (adjusted for any stock splits, reverse splits or similar capital transactions), then its respective designation right will cease. The Investor has agreed to vote its Shares in any election of directors in favor of a person, other than its designees, who receives the majority of votes of holders of Common Stock other than the Investor.

Item 5.01 Change in Control of Registrant.

The disclosure regarding the completion of the Investment Transaction as set forth under Item 1.01 above is hereby incorporated by reference.

As a result of the Investment Transaction, the Investor became the beneficial owner of approximately 51.4 percent of the outstanding Common Stock of the Company. In addition, pursuant to the Purchase Agreement, the Investor designated four individuals for appointment to the Company's Board of Directors effective upon the Closing. The source of funds used by the Investor to purchase the Shares was cash held in Small Island Investments Ltd.

Prior to the completion of the Investment Transaction, The Bailey Company LLLP was the Company's largest stockholder, holding approximately 21.07 percent of the Company's then-outstanding Common Stock.

Bailey Group or Reinhard ceases to own at least 600,000 shares of the Company's Common Stock (adjusted for any stock splits, reverse splits or similar capital transactions), then its respective designation right will cease. The Investor has agreed to vote its Shares in any election of directors in favor of a person, other than its designees, who receives the majority of votes of holders of Common Stock other than the Investor. In addition, pursuant to the Consent and Waiver given by the Series B Investors as of December 13, 2010, which is discussed under Item 3.03 above, the Series B Investors have agreed to vote their shares in any election of directors in favor of the Investor's designees. In addition, the Series B Investors agreed to vote their shares in favor of the Investment Transaction, which was approved at the Special Meeting held on December 13, 2010.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignations

Effective as of December 13, 2010, Richard J. Stark, Alan A. Teran, Ron Goodson and David Grissen resigned as directors of the Company. These individuals resigned as directors in order to fulfill a closing condition set forth in the Purchase Agreement and not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

In addition, effective as of December 13, 2010, Eric W. Reinhard resigned as Chairman of the Board, although he remains a director of the Company. Mr. Reinhard resigned as Chairman in order to fulfill a closing condition set forth in the Purchase Agreement and not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Appointment of Four New Directors

In connection with the closing of the Investment Transaction, by unanimous written consent dated December 13, 2010, the Company's Board adopted resolutions: (a) appointing Keith A. Radford, John F. Morgan, Gary J. Heller and David L. Dobbin as directors, effective as of the closing of the Investment Transaction, to fill the vacancies on the Board resulting from the resignations of Messrs. Stark, Teran, Goodson and Grissen, and (b) appointing David L. Dobbin as Chairman of the Board, effective as of the closing of the Investment Transaction, to succeed Mr. Reinhard in such capacity.

Keith A. Radford, age 41, currently serves as Chief Financial Officer of Terra Nova Pub Group Ltd., Elephant & Castle Group Inc. and Massachusetts Pub Group LLC (2009-Present). Previously Mr. Radford served as a Director and Vice President of subsidiaries within AKER Solutions, a leading global provider of engineering and construction services, technology products and integrated solutions (2002-2008). In addition he has over eight years of experience in public practice providing auditing, taxation and business consulting services. Mr. Radford holds a Bachelor of Commerce degree from Memorial University of Newfoundland and Labrador and is a Chartered Accountant.

John F. Morgan, age 50, currently serves as President, Chief Executive Officer and a Director of Elephant & Castle Group Inc. and Terra Nova Pub Group Ltd. (2009-Present). He is President, Chief Executive Officer and a Manager of Massachusetts Pub Group LLC (2008-Present). Previously Mr. Morgan had been the President of Morgan Capital Limited, St. John's, Newfoundland, an independent financial services firm providing taxation and merger and acquisition support services to North American and international clients (1994-2009). Mr. Morgan holds a Bachelor of Commerce degree from Memorial University of Newfoundland and Labrador with a participation in the In Depth Taxation Program and Chartered Business Valuator Program. He is a Chartered Accountant.

Gary J. Heller, age 43, currently serves as Secretary and a Director of Elephant & Castle Group Inc. (2007-Present), Secretary and a Manager of Massachusetts Pub Group LLC (2008-Present), and Executive Vice President of Terra Nova Pub Group Ltd. (2009-Present). Prior to entering the restaurant industry in 2007, Mr. Heller spent 16 years as an investment banker, including serving as a Managing Director of FTI Capital Advisors, LLC (2002-2006) and a Director of Andersen Corporate Finance LLC. Mr. Heller holds a BA in Economics from the University of Pennsylvania and an MBA in Finance from New York University.

David L. Dobbin, age 49, currently serves as Chairman of the Board of Small Island Investments Ltd. (2010-Present). He also serves as Chairman of the Boards of Terra Nova Pub Group Ltd., its subsidiaries and affiliates (2007-Present) and Welaptega Marine Ltd. (2008-Present), a leading supplier of offshore mooring inspection systems, companies controlled by Mr. Dobbin through Repechage Investments Limited, an investment company formed under the laws of Canada that holds investments in the transportation, service, real estate and hospitality sectors (2001-Present). Previously, Mr. Dobbin served in several capacities with CHC Helicopter Corporation, a leading offshore helicopter services provider, and led Canadian Ocean Resource Associates Inc., a consulting firm specializing in best practice reviews, institutional support and public/private partnerships. Mr. Dobbin holds a Bachelor of Commerce from Memorial University of Newfoundland.

The Board determined that each of Messrs. Radford, Morgan, Heller and Dobbin is an independent director under the NASDAQ listing standards. Of the continuing directors, the Board determined that each of Geoffrey R. Bailey and Eric W. Reinhard is an independent director. Keith A. Radford, John F. Morgan and Geoffrey R. Bailey have been appointed to the Audit Committee and the Board has determined that Mr. Radford is an Audit Committee financial expert as that term is defined by the applicable SEC rules. Gary J. Heller, John F. Morgan and Eric W. Reinhard have been appointed to the Compensation Committee

The Company confirms, as required by regulations under the Securities Exchange Act of 1934, that (1) there is no family relationship between any of Messrs. Radford, Morgan, Heller or Dobbin and any director or executive officer of the Company, (2) other than the requirements of the Purchase Agreement with the Investor, there is no arrangement or understanding between Messrs. Radford, Morgan, Heller and Dobbin and any other person pursuant to which Messrs. Radford, Morgan, Heller and Dobbin were elected as directors of the Company, and (3) there is no transaction between any of Messrs. Radford, Morgan, Heller or Dobbin and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

As noted above, the Company held a Special Meeting of Stockholders on December 13, 2010 at the Company's principal office in Golden, Colorado. At the Special Meeting, the Company's shareholders voted on two matters: (a) the Investment Transaction, and (b) a proposal to give the Company's Board of Directors discretion to effect a one-for-three reverse stock split of the Company's issued and outstanding common stock following the closing of the Investment Transaction and prior to December 31, 2010. These matters are more fully described in the Company's Proxy Statement for the Special Meeting.

The certified results of the matters voted on at the Special Meeting are as follows:

	For	Against	Abstain	Broker Non-Votes

1) Approval of Investment Transaction	1,973,376	20,779	1,400	0
	(98.89%)	(1.04%)	(0.07%)	(0.00%)

2) Approval of Reverse Stock Split	1,971,491	22,064	2,000	0
	(98.79%)	(1.11%)	(0.10%)	(0.00%)

Item 8.01 Other Events

Company Press Releases

On December 17, 2010, the Company issued a press release announcing the voting results of stockholders at the Special Meeting and the completion of the Investment Transaction. A copy of the Company's press release is filed herewith as Exhibit 99.1 2 to this Current Report on Form 8-K.

Transition of Board Leadership

As disclosed in Item 5.02 above, effective as of December 13, 2010, Eric W. Reinhard, who has served as Chairman of the Board since 2005, resigned from the position of Chairman. The Board appointed David L. Dobbin as the new Chairman of the Board, effective as of December 13, 2010.

Board Approval of Reverse Stock Split

On December 13, 2010, the Company's Board of Directors adopted resolutions approving a one-for-three reverse split of the Company's Common Stock to be effective December 31, 2010. The reverse stock split was approved by the stockholders of the Company at the Special Meeting on December 13, 2010. For more information regarding the stockholder approval of the reverse stock split, see the disclosure made in Item 5.07 above.

As a result of the reverse stock split, every three shares of the Company's Common Stock issued and outstanding on December 31, 2010 will be combined into one share of Common Stock. The reverse stock split will not change the authorized number of shares or the par value of the Company's Common Stock.

Following the reverse stock split, the Company expects to have approximately 2.7 million shares of Common Stock outstanding. The reverse stock split will affect all shares of the Company's Common Stock, including Common Stock underlying stock options and warrants that are outstanding immediately prior to the effective time of the reverse stock split.

Additional information about the reverse stock split is available in the Company's definitive proxy statement filed with the SEC on November 22, 2010.

Item 9.01 Financial Statements and Exhibits.

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

Exhibit Number	Description

10.1	Registration Rights Agreement between the Company and Small Island Investments Limited, dated December 13, 2010.
10.2	Amended and Restated Credit Agreement between the Company and Wells Fargo Bank, N.A., dated as of December 13, 2010.
10.3	Amended and Restated Term Note dated as of December 13, 2010

10.4	Consent and Agreement dated as of December 13, 2010 between the Company, W Capital, Inc. and John T. McDonald.
10.5	Consent and Waiver dated as of December 13, 2010 by the Series B Investors.
99.1	Company Press Release dated December 17, 2010.

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: December 17, 2010	By: /s/ Boyd E. Hoback
	Boyd E. Hoback
	President and Chief Executive Officer

EX-1 2 rragree1011.htm

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the "Agreement") is made and entered into as of this 13 day of December, 2010, by and between Good Times Restaurants Inc., a Nevada corporation (the "Company"), and Small Island Investments Limited, a Bermuda corporation (the "Investor").

The parties hereby agree as follows:

1. Certain Definitions.

As used in this Agreement, the following terms shall have the following meanings:

"Affiliate" means, with respect to any Person, any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with a Person, as such terms are used in and construed under Rule 144.

"Business Day" means any day except Saturday, Sunday, and any day which is a federal legal holiday.

"Common Stock" shall mean the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be reclassified.

"Confidentiality Agreement" shall have the same meaning as provided in the Purchase Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

"Prospectus" shall mean (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any "free writing prospectus" as defined in Rule 163 under the Securities Act.

"Purchase Agreement" shall mean the Securities Purchase Agreement dated as of October 29, 2010 by and between the Company and the Investor, as amended from time to time.

"Register," "registered," and "registration" refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the Securities Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document.

"Registrable Securities" shall mean (i) the Shares and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided, that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144, or (B) such security becoming eligible for sale by the Investor without restriction pursuant to Rule 144.

"Registration Statement" shall mean any registration statement of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

"Rule 144" means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Shares" means the shares of Common Stock to be issued to the Investor under the Purchase Agreement.

"Trading Day" means (i) if the relevant stock or security is listed or admitted for trading on The New York Stock Exchange, Inc., the Nasdaq Global Market, the Nasdaq Capital Market, or any other national securities exchange, a day on which such exchange is open for business;

(ii) if the relevant stock or security is quoted on a system of automated dissemination of quotations of securities prices, a day on which trades may be effected through such system; or (iii) if the relevant stock or security is not listed or admitted for trading on any national securities exchange or quoted on any system of automated dissemination of quotation of securities prices, a day on which the relevant stock or security is traded in a regular way in the over-the-counter market and for which a closing bid and a closing asked price for such stock or security are available, shall mean a day, other than a Saturday or Sunday, on which The New York Stock Exchange, Inc. is open for trading.

2. Demand Registration.

(a) Registration Statement. Following the closing of the purchase and sale of the Shares (the "Closing"), the Investor shall have the right to require the Company, within 45 days of the Investor's written request therefor, to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, each Registration Statement filed pursuant to Section 2(a) shall include the plan of distribution attached hereto as Exhibit A; provided however, that the Investor shall not be named as an "underwriter" without the Investor's prior written consent. The Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends, or similar transactions with respect to the Registrable Securities to which such Registration Statement relates. Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 4(c) to the Investor and/or its counsel prior to its filing or other submission. Notwithstanding anything else to the contrary contained herein, the Investor shall only have the right to require the Company to file, and the Company shall only be obligated to file, two Registration Statements pursuant to this Section 2.

(b) Expenses. The Company will pay all expenses associated with each registration, including filing and printing fees, the Company's counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, listing fees, fees and expenses of counsel to the Investor, and the Investor's reasonable expenses in connection with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers, or similar securities industry professionals with respect to the Registrable Securities being sold.

(i) The Company shall use best efforts to have the Registration Statement covering the resale of the Registrable Securities declared effective by the SEC as soon as practicable and prior to the earlier of (x) ten Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (y) the 90th day after the Registration Statement is filed. The Company shall notify the Investor by facsimile or e-mail as promptly as practicable, and in any event, within 48 hours, after (A) the Registration Statement is declared effective and (B) the filing of any related Prospectus under Rule 424(b), at which time the Company shall also provide the Investor with a copy of such related Prospectus. After the Registration Statement has been declared effective by the SEC, the Company shall take all actions, including without limitation updating the Registration Statement as necessary, so that the Registrable Securities may be sold pursuant to the Registration Statement without restriction except as provided pursuant to subparagraph (ii) below.

(ii) For not more than thirty consecutive days or for a total of not more than sixty days in any 12 month period, the Company may, without the approval of the Investor, delay the disclosure of material non-public information concerning the Company and thereby suspend its obligations under paragraphs (a) and (c) of this Section 2 (as well as the right of the Investor to use any Prospectus included in any Registration Statement contemplated by this Section) if the disclosure of such material non-public information is not, in the good faith opinion of the Company, in the best interests of the Company (an "Allowed Delay"); provided, that the Company shall promptly (x) notify the Investor in writing of the existence of (but in no event, without the prior written consent of the Investor, shall the Company disclose to the Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, (y) advise the Investor in writing to cease all sales under the Registration Statement until the end of the Allowed Delay, and (z) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

(d) Notwithstanding any other provision of this Agreement to the contrary, the Company shall not be in breach of this Section 2 if a Registration Statement has not been filed, the effectiveness of a Registration Statement has been delayed, or a Prospectus has been unavailable as a result of (i) a failure by the Investor to promptly provide on request by the Company any information required by this Agreement or requested by the SEC (which upon notice to the Investor, the Investor fails to cure within a reasonable period), (ii) the provision of inaccurate or incomplete information by the Investor (which upon notice to the Investor, the Investor fails to cure within a reasonable period), or (iii) a statement or determination of the SEC that any provision of the rights of the Investor under this Agreement are contrary to the provisions of the Securities Act (of which the Company shall provide immediate notice to the Investor).

3. Piggyback Registration.

(a) Notice of Registration. If the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Investor) any shares of its Common Stock under the Securities Act in connection with a public offering of such shares solely for cash (other than (i) a registration relating solely to an employee benefit plan, (ii) a registration relating solely to a transaction under Rule 145 of the Securities Act, (iii) a registration on any form not available for registering the Registrable Securities for sale to the public, or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall promptly, and in any event at least ten days prior to the filing of the applicable registration statement, give written notice to the Investor of its intention to effect such registration. Upon the written request of the Investor given within ten days after the mailing of such notice by the Company, the Company shall, subject to the provisions of this Section 3, cause to be registered under the Securities Act all of the Registrable Securities that the Investor has requested to be registered.

(b) Underwriting. If a registration of which the Company gives notice pursuant to Section 3(a) is for a registered public offering involving an underwriting, the Company shall so advise the Investor as part of its written notice. In such event, the right of the Investor to registration pursuant to this Section 3 shall be conditioned upon the Investor's participation in such underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein.

(c) Underwriting Agreement. If the Investor proposes to distribute Registrable Securities through such underwriting pursuant to this Section 3, the Investor, together with the Company and all other shareholders distributing their securities through such underwriting, shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company.

(d) Limitation of Underwritten Securities. If the applicable registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering, and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of Registrable Securities to be included therein by the Investor. Notwithstanding the foregoing, in no event shall (x) the number of Registrable Securities in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (y) the number of Registrable Securities included in the offering be reduced below 25 percent of the total number of securities included in such offering.

(e) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not the Investor has elected to include any Registrable Securities in such registration and shall promptly notify the Investor of such termination or withdrawal.

4. Company Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as practicable:

(a) Use commercially reasonable efforts to cause the Registration Statement to become effective after 4:00 p.m. Eastern time (the date the Registration Statement is declared effective shall be referred to as the "Effective Date") and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement, as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold without restriction pursuant to Rule 144 (the "Effectiveness Period") and advise the Investor in writing when the Effectiveness Period has expired;

(b) Prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;

(c) Provide copies to and permit counsel designated by the Investor, if any, in the selling securityholder questionnaire attached hereto as Exhibit B (the "Selling Securityholder Questionnaire") to review the Registration Statement and all amendments and supplements thereto no fewer than seven days prior to their filing with the SEC and not file any document to which such counsel reasonably objects;

(d) Furnish to the Investor and its legal counsel, if any, designated in the Selling Securityholder Questionnaire (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two Business Days after the filing date, receipt date, or sending date, as the case may be) one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Investor that are covered by the related Registration Statement;

(e) Use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;

(f) Prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Investor and its legal counsel, if any, designated in the Selling Securityholder Questionnaire in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Investor and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 4(f), or (iii) file a general consent to service of process in any such jurisdiction;

(g) Use commercially reasonable efforts to cause all Registrable Securities to be listed on each securities exchange, interdealer quotation system, or other market on which similar securities issued by the Company are then listed;

(h) Immediately notify the Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC, and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and

(i) Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without

limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act prior to 9:30 a.m. Eastern time on the Trading Day immediately following the Effective Date, promptly inform the Investors in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investor is required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least 12 months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder. For the purpose of this subsection 4(i), "Availability Date" means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.

(j) With a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investor to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and (iii) furnish to the Investor upon request, as long as the Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.

5. Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), all financial and other records, all SEC Reports (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors, and employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor, or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and its representatives, advisors, and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.

The Company may disclose material nonpublic information to the Investor, or to advisors to or representatives of the Investor, subject to the terms of the Confidentiality Agreement. If no such Confidentiality Agreement is then in effect at the time, prior to disclosure of such material nonpublic information, the Company shall identify such information as being material nonpublic information and provide the Investor or such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review, and in such case whereby the Investor chooses to accept such information, the Investor shall enter into an appropriate confidentiality agreement with the Company with respect thereto.

6. Obligations of the Investor.

(a) The Investor shall furnish to the Company a Selling Securityholder Questionnaire and such additional information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor, to the extent not included in the Selling Securityholder Questionnaire, if the Investor elects to have any of the Registrable Securities included in the Registration Statement. The Investor shall provide such information to the Company at least two Business Days prior to the first anticipated filing date of such Registration Statement if the Investor elects to have any of the Registrable Securities included in the Registration Statement.

(b) The Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

(c) The Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii), or (ii) the happening of an event pursuant to Section 4(h) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Investor is advised by the Company that such dispositions may again be made.

7. Indemnification.

(a) Indemnification by the Company. The Company will indemnify and hold harmless the Investor and its officers, directors, members, investors, employees, and agents, successors and assigns, and each other person, if any, who controls the Investor (within the meaning of the Securities Act) against any losses, claims, damages, or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or omission or alleged untrue statement or omission of any material fact in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof required to be stated therein or necessary to make the statements therein not misleading; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document, or information herein called a "Blue

Sky Application"); (iii) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (iv) any failure to register or qualify the Registrable Securities included in any such registration in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor's behalf and will reimburse such Investor and each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage, or liability arises out of or is based upon (i) the Investor's failure to comply with the prospectus delivery requirements of the Securities Act at any time when the Company does not meet the conditions for use of Rule 172, has advised the Investor in writing that the Company does not meet such conditions and that therefore the Investor is required to deliver a Prospectus in connection with any sale or other disposition of Registrable Securities and has provided the Investor with a current Prospectus for such use, (ii) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus, or (iii) the use by the Investor of an outdated or defective Prospectus after the Company has notified the Investor that such Prospectus is outdated or defective and the use of a corrected or updated Prospectus would have avoided such losses, claims, damages, liabilities, or expenses.

(b) Indemnification by the Investor. The Investor agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, shareholders, and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, and expense (including reasonable attorneys' fees) resulting from (i) the Investor's failure to comply with the prospectus delivery requirements of the Securities Act at any time when the Company does not meet the conditions for use of Rule 172, has advised the Investor in writing that the Company does not meet such conditions and that therefore the Investor is required to deliver a Prospectus in connection with any sale or other disposition of Registrable Securities, and has provided the Investor with a current Prospectus for such use, (ii) the use by the Investor of an outdated or defective Prospectus after the Company has notified the Investor that such Prospectus is outdated or defective and the use of a corrected or updated Prospectus would have avoided such losses,

claims, damages, liabilities, or expenses, and (iii) any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Section 7 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (x) the indemnifying party has agreed to pay such fees or expenses, or (y) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person, or (z) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim

on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties.

No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

(d) Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage, or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 7 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

8. Miscellaneous.

(a) Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and the Investor. The Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent of the Investor to such amendment, action, or omission to act.

(b) Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in the Purchase Agreement.

(c) Assignments and Transfers by the Investor. The provisions of this Agreement shall be binding upon and inure to the benefit of the Investor and its respective successors and assigns. The Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by the Investor to such person, provided that the Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

(d) Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Investor, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer, or other disposition of all or substantially all of the Company's assets to another corporation, without the prior written consent of the Investor, after notice duly given by the Company to the Investor.

(e) Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(f) Counterparts; Fax and Electronic Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or electronic signature, which shall be deemed an original.

(g) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(h) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as

if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect.

(i) Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

(j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(k) Governing Law. All questions concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

	COMPANY:
	GOOD TIMES RESTAURANTS INC.

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

	INVESTOR:
	SMALL ISLAND INVESTMENTS LIMITED

	By:/s/David L. Dobbin
	Name: David L. Dobbin
	Title: Chairman

	By: /s/ Penelope Dobbin
	Name: Penelope Dobbin
	Title: President

Exhibit A

Plan of Distribution

The selling shareholders, which as used herein includes donees, pledgees, transferees, or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution, or other transfer, may, from time to time, sell, transfer, or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;

• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

• a combination of any such methods of sale; and

• any other method permitted by applicable law.

A-1

The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee, or other successor in interest as a selling shareholder under this prospectus. The selling shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledges, or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling shareholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling shareholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

Any underwriters, broker-dealers, or agents that participate in the sale of the common stock or interests therein may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions, or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act.

A-2

To the extent required, the shares of our common stock to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agent, dealer, or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling shareholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.

A-3

Exhibit B

Good Times Restaurants Inc.

Selling Securityholder Questionnaire

The undersigned beneficial owner (the "Selling Securityholder") of common stock ("Common Stock") of Good Times Restaurants Inc. (the "Company") understands that the Company has filed or intends to file with the Securities and Exchange Commission ("SEC") one or more Registration Statements for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2010 (the "Registration Rights Agreement"), among the Company and the Investor named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full legal name of Selling Securityholder:

(b) Full legal name of registered Holder (if not the same as (a) above) through which Registrable Securities listed in Item 3 below are held:

B-1

(c) Full legal name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

(d) State of organization or domicile of Selling Securityholder:

2. Address for Notices to Selling Securityholder:

Telephone:

Fax:

Contact Person:

Email:

Note: By providing an email address, the undersigned hereby consents to receipt of notices by email.

Any such notice shall also be sent to the following address (which shall not constitute notice):

Telephone:

Fax:

Contact Person:

Email:

3. Beneficial Ownership of Registrable Securities:

Type and principal amount of Registrable Securities beneficially owned:

B-2

If applicable, provide the information required by Items 1 and 2 for each beneficial owner.

4. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes [ ] No [ ]

Note: If yes, the Commission's staff has indicated that you should be identified as an underwriter in any Registration Statement filed pursuant to the Registration Rights Agreement.

(b) Are you an affiliate of a broker-dealer?

Yes [ ] No [ ]

(c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes [ ] No [ ]

Note: If no, the Commission's staff has indicated that you should be identified as an underwriter in any Registration Statement filed pursuant to the Registration Rights Agreement.

If you checked "Yes" to either of the questions in Item 4(a) or Item 4(b) above, please state (a) the name of any such broker-dealer, (b) the nature of your affiliation or association with such broker-dealer, (c) information as to such broker-dealer's participation in any capacity in the offering or the original placement of the Securities, (d) the number of shares of equity securities or face value of debt securities of the Company owned by you, (e) the date such securities were

B-3

acquired and (f) the price paid for such securities.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

Type and amount of other securities beneficially owned by the Selling Securityholder:

6. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

B-4

7. Plan of Distribution:

Except as set forth below, the undersigned intends to distribute the Registrable Securities listed above in Item 3 only as set forth in Exhibit B to the Registration Rights Agreement (if at all):

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective date of any applicable Registration Statement filed pursuant to the Registration Rights Agreement.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in each Registration Statement filed pursuant to the Registration Rights Agreement and each related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of any such Registration Statement and the related prospectus.

By signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.

I confirm that, to the best of my knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire) are correct.

[Signature Page Follows.]

B-5

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:______________________		Beneficial Owner:
		By:_________________________________
		Name:_______________________________
		Title:________________________________

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

Good Times Restaurants Inc.

601 Corporate Circle

Golden, CO 80401

Fax No.: (303) 384-1400

Attn: Boyd E. Hoback, President & CEO

with a copy to:

Snell & Wilmer L.L.P.

1200 Seventeenth Street, Suite 1900

Denver, CO 80202

Fax No.: (303) 634-2020

Attn: Roger C. Cohen, Esq.B-6

EX-2 3 amendedrestatedcreditagree1.htm

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered into as of December 13, 2010, by and among GOOD TIMES RESTAURANTS INC., a Nevada corporation ("GTR"), and GOOD TIMES DRIVE THRU INC., a Colorado corporation ("GTDT" and, together, with GTR, "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

WHEREAS, GTR and Bank entered into a Credit Agreement dated as of April 18, 2007 (the "Former Credit Agreement"); and

WHEREAS, GTR has requested that certain amendments be made to the Former Credit Agreement, including without limitation the addition of GTDT as a borrower;

WHEREAS, GTR, GTDT and Bank have agreed to amend and restate the Former Credit Agreement pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GTR, GTDT and Bank hereby agree that the Former Credit Agreement is hereby amended and restated to read in its entirety as follows:

ARTICLE 1

CREDIT TERMS

SECTION 1.1 TERM LOAN.

(a) Term Loan. On April 18, 2007, Bank made a loan to Borrower in the principal amount of One Million One Hundred Thousand Dollars ($1,100,000) ("Term Loan"), the proceeds of which were used to finance Borrower's capital expenditures. The current outstanding principal amount of the Term Loan as of the date hereof is $700,514.00. Borrower's obligation to repay the Term Loan is evidenced by a promissory note dated as of April 18, 2007, as amended and restated on the date hereof (as the same may be amended, restated or otherwise modified, "Term Note"), all terms of which are incorporated herein by this reference.

(b) Repayment. The principal amount of the Term Loan shall be repaid in accordance with the provisions of the Term Note.

(c) Prepayment. Borrower may prepay principal on the Term Loan solely in accordance with the provisions of the Term Note.

SECTION 1.2 INTEREST/FEES.

Interest. The outstanding principal balance of each credit subject hereto shall bear interest at the rate of interest set forth in each promissory note or other instrument or document executed in connection therewith.

4814-2699-5207/14

(b) Computation and Payment. Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby.

SECTION 1.3 COLLATERAL.

As security for all indebtedness and other obligations of Borrower to Bank, including without limitation any and all advances, debts, obligations and liabilities of Borrower, or any of them, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and whether Borrower may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter becomes unenforceable, Borrower hereby grants to Bank security interests of first priority in the Collateral (as such term is defined in that certain Security Agreement: Specific Equipment and Fixtures by Borrower in favor of Bank dated as of the date hereof, as the same may be from time to time amended, modified or replaced).

All of the foregoing shall be evidenced by and subject to the terms of such security agreements, financing statements, deeds or mortgages, and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall pay to Bank immediately upon demand the full amount of all charges, costs and expenses (to include fees paid to third parties and all allocated costs of Bank personnel), expended or incurred by Bank in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

SECTION 1.4 OPTIONAL PREPAYMENTS.

(a) On or before February 10, 2011, Borrower may prepay without penalty the Term Loan in an amount equal to the aggregate proceeds (net of customary and reasonable broker and legal fees) of any sale or other transfer, or series of sales or transfers, of the real property and/or personal property owned by Borrower located at Lot 1, Block 1, Astro-Jet Subdivision Filing No. 2 in the City of Colorado Springs, County of El Paso, State of Colorado and referred to by Borrower as Store # 151, which prepayment shall (i) be at least $90,000.00, (ii) be applied to reduce the unpaid principal of the Term Loan and (iii) be applied on the most remote principal installment or installments of the Term Loan then unpaid.

(b) On or before February 10, 2011, Borrower may elect to prepay without penalty the Term Loan in an aggregate amount equal to $90,000, which amount shall be payable in installments of $7,500 on February 10, 2011 and on the first day of each month thereafter, commencing March 1, 2011, and continuing up to and including December 1, 2011, with a final installment consisting of the remaining unpaid balance of such $90,000 prepayment due and payable in full on January 1, 2012, which prepayment shall be applied to reduce the unpaid principal of the Term Loan and shall be applied on the most remote principal installment or installments of the Term Loan then unpaid. Borrower acknowledges and agrees that, if any payment is made by Borrower to Bank, other than scheduled principal and interest payments on the Term Note or a payment designated by Borrower as

4814-2699-5207/14

the prepayment under SECTION 1.4(a), such payment shall be deemed to be Borrower's election

to make the $90,000 prepayment set forth in this 0. If Borrower elects to make such $90,000 prepayment, Borrower's failure to pay when due any portion of such $90,000 prepayment shall constitute an Event of Default.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties to Bank, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this Agreement.

SECTION 2.1 LEGAL STATUS.

GTR is a corporation, duly organized and existing and in good standing under the laws of Nevada, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could have a material adverse effect on GTR. GTDT is a corporation, duly organized and existing and in good standing under the laws of Colorado, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could have a material adverse effect on GTDT.

SECTION 2.2 AUTHORIZATION AND VALIDITY.

This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

SECTION 2.3 NO VIOLATION.

The execution, delivery and performance by Borrower of each of the Loan Documents do not violate any provision of any law or regulation, or contravene any provision of Borrower's Articles of Incorporation or By-Laws, or result in any breach of or default under any contract, obligation, indenture or other instrument to which Borrower is a party or by which Borrower may be bound.

SECTION 2.4 LITIGATION.

There are no pending, or to the best of Borrower's knowledge threatened, actions, claims, investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency which could have a material adverse effect on the financial condition or operation of Borrower other than those disclosed by Borrower to Bank in writing prior to the date hereof.

4814-2699-5207/14

SECTION 2.5 CORRECTNESS OF FINANCIAL STATEMENT.

The annual financial statement of Borrower dated September 30, 2009, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower, (b) disclose all liabilities of Borrower that are required to be reflected or reserved against under generally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with generally accepted accounting principles consistently applied. Since the dates of such financial statements there has been no material adverse change in the financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except in favor of Bank or as otherwise permitted by Bank in writing.

SECTION 2.6 INCOME TAX RETURNS.

Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

SECTION 2.7 NO SUBORDINATION.

There is no agreement, indenture, contract or instrument to which Borrower is a party or by which Borrower may be bound that requires the subordination in right of payment of any of Borrower's obligations subject to this Agreement to any other obligation of Borrower.

SECTION 2.8 PERMITS, FRANCHISES.

Borrower possesses, and will hereafter possess, all permits, consents, approvals, franchises and licenses required and rights to all trademarks, trade names, patents, and fictitious names, if any, necessary to enable it to conduct the business in which it is now engaged in compliance with applicable law.

SECTION 2.9 ERISA.

Borrower is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time ("ERISA"); Borrower has not violated any provision of any defined employee pension benefit plan (as defined in ERISA) maintained or contributed to by Borrower (each, a "Plan"); no Reportable Event as defined in ERISA has occurred and is continuing with respect to any Plan initiated by Borrower; Borrower has met its minimum funding requirements under ERISA with respect to each Plan; and each Plan will be able to fulfill its benefit obligations as they come due in accordance with the Plan documents and under generally accepted accounting principles.

4814-2699-5207/14

SECTION 2.10 OTHER OBLIGATIONS.

Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation.

SECTION 2.11 ENVIRONMENTAL MATTERS.

Except as disclosed by Borrower to Bank in writing prior to the date hereof, Borrower is in compliance in all material respects with all applicable federal or state environmental, hazardous waste, health and safety statutes, and any rules or regulations adopted pursuant thereto, which govern or affect any of Borrower's operations and/or properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any of the same may be amended, modified or supplemented from time to time. None of the operations of Borrower is the subject of any federal or state investigation evaluating whether any remedial action involving a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the environment. Borrower has no material contingent liability in connection with any release of any toxic or hazardous waste or substance into the environment.

SECTION 2.12 REAL PROPERTY COLLATERAL.

Except as disclosed by Borrower to Bank in writing prior to the date hereof, with respect to any real property collateral required hereby:

(a) All taxes, governmental assessments, insurance premiums, and water, sewer and municipal charges, and rents (if any) which previously became due and owing in respect thereof have been paid as of the date hereof.

(b) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to any such lien) which affect all or any interest in any such real property and which are or may be prior to or equal to the lien thereon in favor of Bank.

(c) None of the improvements which were included for purpose of determining the appraised value of any such real property lies outside of the boundaries and/or building restriction lines thereof, and no improvements on adjoining properties materially encroach upon any such real property.

(d) There is no pending, or to the best of Borrower's knowledge threatened, proceeding for the total or partial condemnation of all or any portion of any such real property, and all such real property is in good repair and free and clear of any damage that would materially and adversely affect the value thereof as security and/or the intended use thereof.

4814-2699-5207/14

ARTICLE III

CONDITIONS

SECTION 3.1 CONDITIONS OF INITIAL EXTENSION OF CREDIT.

The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank's satisfaction of all of the following conditions:

(a) Approval of Bank Counsel. All legal matters incidental to the extension of credit by Bank shall be satisfactory to Bank's counsel.

(b) Documentation. Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:

(i) This Agreement and each promissory note or other instrument or document required hereby.

(ii) The Security Agreement: Specific Equipment and Fixtures.

(iii) Corporate Resolutions: Borrowing from each of GTDT and GTR.

(iv) A Certificate of Incumbency from each of GTDT and GTR.

(v) A Guaranty from each of GTDT and GTR.

(vi) Corporate Resolutions: Continuing Guaranty from each of GTDT and GTR.

(vii) Such other documents as Bank may require under any other SECTION of this Agreement.

(c) Insurance. Borrower shall have delivered to Bank evidence of insurance coverage on all Borrower's property, in form, substance, amounts, covering risks and issued by companies satisfactory to Bank, and where required by Bank, with loss payable endorsements in favor of Bank.

(d) Amendment Fee. A non-refundable fee from Borrower in the amount of $10,000 shall be fully earned on the date hereof, in consideration of Bank's execution and delivery of this Agreement, which fee shall be paid as follows: (i) $2,500 shall be paid on the date hereof, (ii) $2,500 shall be paid on January 1, 2011, (iii) $2,500 shall be paid on February 1, 2011 and (iv) $2,500 shall be paid on March 1, 2011.

4814-2699-5207/14

SECTION 3.2 CONDITIONS OF EACH EXTENSION OF CREDIT.

The obligation of Bank to make each extension of credit requested by Borrower hereunder shall be subject to the fulfillment to Bank's satisfaction of each of the following conditions:

(a) Compliance. The representations and warranties contained herein and in each of the other Loan Documents shall be true on and as of the date of the signing of this Agreement and on the date of each extension of credit by Bank pursuant hereto, with the same effect as though such representations and warranties had been made on and as of each such date, and on each such date, no Event of Default as defined herein, and no condition, event or act which with the giving of notice or the passage of time or both would constitute such an Event of Default, shall have occurred and be continuing or shall exist.

(b) Documentation. Bank shall have received all additional documents which may be required in connection with such extension of credit.

ARTICLE IV

AFFIRMATIVE COVENANTS

Borrower covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower shall, unless Bank otherwise consents in writing:

SECTION 4.1 PUNCTUAL PAYMENTS.

Punctually pay all principal, interest, fees or other liabilities due under any of the Loan Documents at the times and place and in the manner specified therein.

SECTION 4.2 ACCOUNTING RECORDS.

Maintain adequate books and records in accordance with generally accepted accounting principles consistently applied, and permit any representative of Bank, at any reasonable time, to inspect, audit and examine such books and records, to make copies of the same, and to inspect the properties of Borrower.

SECTION 4.3 FINANCIAL STATEMENTS.

Provide to Bank all of the following, in form and detail satisfactory to Bank:

(a) not later than 120 days after and as of the end of each fiscal year, a copy of Borrower's 10-K report filed with the Securities and Exchange Commission, prepared by a certified public accountant acceptable to Bank, to include a balance sheet, income statement and statement of cash flow;

(b) not later than 45 days after and as of the end of each fiscal quarter, a copy of Borrower's 10-Q report filed with the Securities and Exchange Commission, prepared by a certified public accountant acceptable to Bank;

4814-2699-5207/14

(c) not later than 30 days after and as of the end of each month, a consolidated and consolidating financial statement of Borrower, prepared by Borrower, to include Borrower's balance sheet, income statement, and statement of retained earnings and cash flows;

(d) not later than 60 days after and as of the end of each fiscal year, a copy of the company prepared projection report; and

(e) from time to time such other information as Bank may reasonably request, including without limitation, any information with respect to any real property collateral required hereby.

SECTION 4.4 COMPLIANCE.

Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of its business; and comply with the provisions of all documents pursuant to which Borrower is organized and/or which govern Borrower's continued existence and with the requirements of all laws, rules, regulations and orders of any governmental authority applicable to Borrower and/or its business.

SECTION 4.5 INSURANCE.

Maintain and keep in force, for each business in which Borrower is engaged, insurance of the types and in amounts customarily carried in similar lines of business, including but not limited to fire, extended coverage, public liability, flood, property damage and workers' compensation, with all such insurance carried with companies and in amounts satisfactory to Bank, and deliver to Bank from time to time at Bank's request schedules setting forth all insurance then in effect.

SECTION 4.6 FACILITIES.

Keep all properties useful or necessary to Borrower's business in good repair and condition, and from time to time make necessary repairs, renewals and replacements thereto so that such properties shall be fully and efficiently preserved and maintained.

SECTION 4.7 TAXES AND OTHER LIABILITIES.

Pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except (a) such as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank's satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment.

4814-2699-5207/14

SECTION 4.8 LITIGATION.

Promptly give notice in writing to Bank of any material litigation pending or threatened against Borrower.

SECTION 4.9 FINANCIAL CONDITION.

Maintain Borrower's financial condition as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein):

(a) Net Worth not less than $2,500,000 at any time, with "Net Worth" defined as the aggregate of total stockholders' equity plus debt subject to a subordination agreement in favor of and acceptable to Bank, less any intangible assets, all determined for GTDT on a consolidated basis.

(b) Total Liabilities divided by Tangible Net Worth not greater than 3.0 to 1.0 at any time, with "Total Liabilities" defined as the aggregate of current liabilities and non-current liabilities less debt subject to a subordination agreement in favor of and acceptable to Bank, and with "Tangible Net Worth" as defined above, all determined for GTDT on a consolidated basis.

(c) EBITDA Coverage Ratio not less than (i) 0.90 to 1.00 as of the end of the first fiscal quarter of Borrower's fiscal year 2012, (ii) 1.20 to 1.00 as of the end of the second fiscal quarter of Borrower's fiscal year 2012, and (iii) 1.50 to 1.00 as of the end of the third fiscal quarter of Borrower's fiscal year 2012 and as of the end of each fiscal quarter thereafter, determined on a rolling 4-quarter basis, with "EBITDA" defined as net profit before tax plus interest expense payable in cash (net of capitalized interest expense), depreciation expense and amortization expense, less dividends, with "EBITDA Coverage Ratio" defined as EBITDA divided by the aggregate of total interest expense payable in cash plus the prior period current maturity of long-term debt and the prior period current maturity of debt subject to a subordination agreement in favor of and acceptable to Bank, all determined for GTDT on a consolidated basis.

SECTION 4.10 NOTICE TO BANK.

Promptly (but in no event more than five (5) days after the occurrence of each such event or matter) give written notice to Bank in reasonable detail of: (a) the occurrence of any Event of Default, or any condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the organizational structure of Borrower; (c) the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in ERISA, or any funding deficiency with respect to any Plan; or (d) any termination or cancellation of any insurance policy which Borrower is required to maintain, or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting Borrower's property.

4814-2699-5207/14

SECTION 4.11 REAL ESTATE DOCUMENTS.

Unless, on or before February 10, 2011, (x) Bank receives the prepayment set forth in 0 in immediately available funds or (y) Borrower elects to make the $90,000 prepayment as set forth in 0, deliver to Bank each of the following, each in form and substance acceptable to Bank in its sole discretion:

(a) One or more Leasehold Deeds of Trust fully executed by GTDT (and notarized), which encumber the stores located at 808 East Colfax, Denver (Store #102), 1300 South Colorado Blvd., Denver (Store #103), 8930 Hampden Ave., Denver (Store #110), and 4975 North Federal, Denver (Store #112);

(b) ALTA Policies of Title Insurance with such endorsements as Bank may require, covering each of the stores located at 808 East Colfax, Denver (Store #102), 1300 South Colorado Blvd., Denver (Store #103), 8930 Hampden Ave., Denver (Store #110), and 4975 North Federal, Denver (Store #112), issued by a company satisfactory to Bank in such amount as Bank shall require, insuring Bank's lien on the real property collateral required hereby to be of first priority, subject only to such exemptions as Bank shall approve in its discretion with all costs to be paid by Borrower;

(c) Assignments of Ground Lease for each of the stores located at 808 East Colfax, Denver (Store #102), 1300 South Colorado Blvd., Denver (Store #103), 8930 Hampden Ave., Denver (Store #110), and 4975 North Federal, Denver (Store #112);

(d) Improvement Location Certificates for each of the stores located at 808 East Colfax, Denver (Store #102), 1300 South Colorado Blvd., Denver (Store #103), 8930 Hampden Ave., Denver (Store #110), and 4975 North Federal, Denver (Store #112);

(e) Assignments of Tenant's Interest In Ground Lease With Landlords' Disclaimer and Consent for each of the stores located at 808 East Colfax, Denver (Store #102), 1300 South Colorado Blvd., Denver (Store #103), 8930 Hampden Ave., Denver (Store #110), and 4975 North Federal, Denver (Store #112), each of which has been fully executed (and notarized if requested by Bank) by GTDT and by the fee owners of each of such properties;

(f) An original memorandum of lease which has been fully executed (with signatures notarized) by both GTDT and the landlord owning the fee interest in Store 103 (1300 S. Colorado Blvd.), which memorandum of lease shall be in recordable form and satisfactory to the company issuing the American Land Title Association policies of title insurance in favor of Bank;

(g) An original re-assignment of the lease for Store # 110 that re-assigns the lease from Ceda Enterprises, Inc. to GTDT and which is fully executed by Ceda Enterprises, Inc. and GTDT (and notarized) and is in recordable form;

(h) Payment in full of the Storm Drainage Sewer Charges levied by the City and County of Denver that are due or past due with respect to 808 East Colfax, Denver (Store #102), and a Release of Statement of Lien filed by the City and County of Denver in the amount of $378.00 recorded February 2, 2010 at Reception No. 2010011952;

4814-2699-5207/14

(i) Such other documents or instruments as may be required by the company issuing the American Land Title Association policies of title insurance in favor of Bank;

(j) Evidence of insurance coverage on all Borrower's property, in form, substance, amounts, covering risks and issued by companies satisfactory to Bank, and where required by Bank, with loss payable endorsements in favor of Bank, including without limitation, policies of fire and extended coverage insurance covering all real property collateral required hereby, with replacement cost and mortgagee loss payable endorsements, and such policies of insurance against specific hazards affecting any such real property, including terrorism, as may be required by governmental regulation or Bank; and

(k) A tax service contract, procured and delivered to Bank, at Borrower's cost, as Bank shall require for any real property collateral required hereby, to remain in effect as long as such real property secures any obligations of Borrower to Bank as required hereby.

SECTION 4.12 LANDLORD'S DISCLAIMERS.

(a) On or before February 10, 2011, deliver to Bank each of the following, each in form and substance acceptable to Bank in its sole discretion: A landlord's disclaimer and consent and a recordable memorandum related thereto, each fully executed (and notarized if requested by Bank), by each landlord from which Borrower leases premises at which Collateral (as such term is defined in that certain Security Agreement: Specific Equipment and Fixtures by Borrower in favor of Bank dated as of the date hereof, as the same may be from time to time amended, modified or replaced) is located, including without limitation the following landlords: The Bailey Company, LLLP (Corporate Location), Walter R. Morris, the Trustee of the Walter R. Morris Retirement Trust (Store # 105), DTRS Limited Liability Company (Store # 108), Edward Kim (Store # 142), Ronald P. Starck (Store # 151), Michelle Jury Habing and Mark Jury (Store # 154), and LSI Retail III, LLC (Store # 166).

(b) If Borrower fails to deliver any of the items set forth in 0 on or before February10, 2011, deliver to Bank, on or before February 11, 2011, each of the following, each in form and substance acceptable to Bank in its sole discretion: A landlord's disclaimer and consent and a recordable memorandum related thereto, each fully executed (and notarized if requested by Bank), by each of the following landlords or their successors or assigns: Gibraltar Realty Co. (Store # 102), Reliable Investment Company, LLP (Store # 103), Village Square East LLC (Store # 110), and Stancoll LLC (Store # 112).

(c) Prior to any Collateral (as such term is defined in that certain Security Agreement: Specific Equipment and Fixtures by Borrower in favor of Bank dated as of the date hereof, as the same may be from time to time amended, modified or replaced) being moved to a location for which Bank does not have a landlord's disclaimer and consent acceptable to Bank in its sole discretion, deliver to Bank a landlord's disclaimer and consent and a recordable memorandum related thereto for such location, fully executed (and notarized if requested by Bank), and in form and substance acceptable to Bank in its sole discretion.

4814-2699-5207/14

ARTICLE V

NEGATIVE COVENANTS

Borrower further covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower will not without Bank's prior written consent:

SECTION 5.1 USE OF FUNDS.

Use any of the proceeds of any credit extended hereunder except for the purposes stated in Article I hereof.

SECTION 5.2 MERGER, CONSOLIDATION, TRANSFER OF ASSETS.

Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

SECTION 5.3 LOANS, ADVANCES, INVESTMENTS.

Make any loans or advances to or investments in any person or entity, except any of the foregoing existing as of, and disclosed to Bank prior to, the date hereof.

SECTION 5.4 DIVIDENDS, DISTRIBUTIONS.

Declare or pay any dividend or distribution either in cash, stock or any other property on Borrower's stock now or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower's stock now or hereafter outstanding.

SECTION 5.5 NEGATIVE PLEDGE OF REAL PROPERTY ASSETS.

Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower's real or personal property assets listed on Schedule 5.5 hereto, except any of the foregoing in favor of Bank.

ARTICLE VI

EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an "Event of Default" under this Agreement:

(a) Borrower shall fail to pay when due any principal, interest, fees or other amounts payable under any of the Loan Documents.

4814-2699-5207/14

(b) Any financial statement or certificate furnished to Bank in connection with, or any representation or warranty made by Borrower or any other party under this Agreement or any other Loan Document shall prove to be incorrect, false or misleading in any material respect when furnished or made.

(c) Any default in the performance of or compliance with any obligation, agreement or other provision contained herein or in any other Loan Document (other than those specifically described as an "Event of Default" in this 0), and with respect to any such default that by its nature can be cured, such default shall continue for a period of twenty (20) days from its occurrence.

(d) Any default in the payment or performance of any obligation, or any defined event of default, under the terms of any contract, instrument or document (other than any of the Loan Documents) pursuant to which Borrower, any guarantor hereunder or any general partner or joint venturer in Borrower if a partnership or joint venture (with each such guarantor, general partner and/or joint venturer referred to herein as a "Third Party Obligor") has incurred any debt or other liability to any person or entity, including Bank.

(e) Borrower or any Third Party Obligor shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Borrower or any Third Party Obligor shall file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time ("Bankruptcy Code"), or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or Borrower or any Third Party Obligor shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition; or Borrower or any Third Party Obligor shall be adjudicated a bankrupt, or an order for relief shall be entered against Borrower or any Third Party Obligor by any court of competent jurisdiction under the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors.

(f) The filing of a notice of judgment lien against Borrower or any Third Party Obligor; or the recording of any abstract of judgment against Borrower or any Third Party Obligor in any county in which Borrower or such Third Party Obligor has an interest in real property; or the service of a notice of levy and/or of a writ of attachment or execution, or other like process, against the assets of Borrower or any Third Party Obligor; or the entry of a judgment against Borrower or any Third Party Obligor; or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors is filed or commenced against Borrower or any Third Party Obligor.

(g) There shall exist or occur any event or condition that Bank in good faith believes impairs, or is substantially likely to impair, the prospect of payment or performance by Borrower, any Third Party Obligor, or the general partner of either if such entity is a partnership, of its obligations under any of the Loan Documents.

(h) The death or incapacity of Borrower or any Third Party Obligor if an individual. The dissolution or liquidation of Borrower or any Third Party Obligor if a corporation, partnership, joint

4814-2699-5207/14

venture or other type of entity; or Borrower or any such Third Party Obligor, or any of its directors, stockholders or members, shall take action seeking to effect the dissolution or liquidation of Borrower or such Third Party Obligor.

(i) Any change in control of Borrower, with "control" defined as ownership of an aggregate of twenty-five percent (25%) or more of the common stock, members' equity or other ownership interest (other than a limited partnership interest).

(j) The sale, transfer, hypothecation, assignment or encumbrance, whether voluntary, involuntary or by operation of law, without Bank's prior written consent, of all or any part of or interest in any real property collateral required hereby.

SECTION 6.2 REMEDIES.

Upon the occurrence of any Event of Default: (a) all indebtedness of Borrower under each of the Loan Documents, any term thereof to the contrary notwithstanding, shall at Bank's option and without notice become immediately due and payable without presentment, demand, protest or notice of dishonor, all of which are hereby expressly waived by Borrower; (b) the obligation, if any, of Bank to extend any further credit under any of the Loan Documents shall immediately cease and terminate; and (c) Bank shall have all rights, powers and remedies available under each of the Loan Documents, or accorded by law, including without limitation the right to resort to any or all security for any credit subject hereto and to exercise any or all of the rights of a beneficiary or secured party pursuant to applicable law. All rights, powers and remedies of Bank may be exercised at any time by Bank and from time to time after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1 NO WAIVER.

No delay, failure or discontinuance of Bank in exercising any right, power or remedy under any of the Loan Documents shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Bank of any breach of or default under any of the Loan Documents must be in writing and shall be effective only to the extent set forth in such writing.

SECTION 7.2 NOTICES.

All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to each party at the following address:

4814-2699-5207/14

BORROWER	GOOD TIMES RESTAURANTS INC.
	GOOD TIMES DRIVE THRU INC.
	601 Corporate Circle
	Golden, CO 80401

BANK:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	90 South 7th Street, 19th Floor
	MAC N9305-198
	Minneapolis, MN 55479
	Attention: Jennifer Niebrugge

or to such other address as any party may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy, upon receipt.

SECTION 7.3 COSTS, EXPENSES AND ATTORNEYS' FEES.

Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.

SECTION 7.4 SUCCESSORS, ASSIGNMENT.

This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interests or rights hereunder without Bank's prior written consent. Bank reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Bank's rights and benefits under each of the Loan Documents. In connection therewith, Bank may disclose all documents and information which Bank now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, or any collateral required hereunder.

SECTION 7.5 ENTIRE AGREEMENT; AMENDMENT.

This Agreement and the other Loan Documents constitute the entire agreement between Borrower and Bank with respect to each credit subject hereto and supersede all prior negotiations, communications, discussions and correspondence concerning the subject matter hereof. This Agreement may be amended or modified only in writing signed by each party hereto.

4814-2699-5207/14

SECTION 7.6 NO THIRD PARTY BENEFICIARIES.

This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their respective permitted successors and assigns, and no other person or entity shall be a third party beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any other of the Loan Documents to which it is not a party.

SECTION 7.7 TIME.

Time is of the essence of each and every provision of this Agreement and each other of the Loan Documents.

SECTION 7.8 SEVERABILITY OF PROVISIONS.

If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Agreement.

SECTION 7.9 COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Agreement.

SECTION 7.10 GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

SECTION 7.11 ARBITRATION.

(a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit.

(b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in Colorado selected by the American Arbitration Association ("AAA"); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA's commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA's optional procedures for large, complex commercial disputes (the commercial dispute resolution

4814-2699-5207/14

procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the "Rules"). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

(c) No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in subsections (i), (ii) and (iii) of this paragraph.

(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000. Any dispute in which the amount in controversy exceeds $5,000,000 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of Colorado or a neutral retired judge of the state or federal judiciary of Colorado, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Colorado and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Colorado Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e) Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining information is available.

4814-2699-5207/14

(f) Class Proceedings and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

(g) Payment Of Arbitration Costs And Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.

SECTION 7.12 JOINT AND SEVERAL LIABILITY.

All obligations of GTR and GTDT under this Agreement, the Term Note and any other instrument, agreement or document delivered to Bank by either of GTR and GTDT shall be (a) joint and several and (b) the primary obligation of each of GTR and GTDT All references to the term "Borrower" herein shall refer to each of GTR and GTDT separately and to both of them jointly as the context requires and each of GTR and GTDT shall be bound both severally and jointly with the other. The indebtedness hereunder shall include all debts, liabilities and obligations owed to Bank by either of GTR and GTDT solely or by both of them jointly or jointly and severally. Each of GTR and GTDT acknowledges and agrees that its joint and several liability on the indebtedness hereunder is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by Bank, and without limiting the generality of the foregoing, the joint and several liability of each of GTR and GTDT on such indebtedness shall not be impaired by any acceptance by Bank of any other security for or guarantors upon the indebtedness hereunder or by any failure, neglect or omission on Bank's part to resort to any one or both of GTR's and GTDT's payment of the indebtedness hereunder or to realize upon or protect any collateral security therefor. The joint and several liability of each of GTR and GTDT on the indebtedness hereunder shall not in any manner be impaired or affected by who received or used the proceeds of the Term Loan or for what purposes such credits and financial accommodations were used. Such joint and several liability of each of GTR and GTDT shall also not be impaired or affected by (and Bank, without notice to any person or entity, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the indebtedness hereunder or of any guaranty thereof. In order to enforce payment of the indebtedness hereunder, foreclose or otherwise realize on any collateral security for the indebtedness hereunder, or exercise any other rights granted hereunder or under any other instrument, agreement or document delivered to Bank by either of GTR and GTDT or under applicable law, Bank shall be under no obligation at any time to first resort to any collateral security for the indebtedness hereunder, any liens, any security interests or any other property, rights or remedies whatsoever, and Bank shall have the right to enforce such indebtedness irrespective of

4814-2699-5207/14

whether or not other proceedings or steps are pending, seeking resort to or realization upon or from any of the foregoing. Each of GTR and GTDT hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse, or subrogation available to such entity against any other person or entity liable for payment of any of the indebtedness hereunder, or as to any security therefor, unless and until the indebtedness hereunder has been paid and satisfied in full, release by Bank of its security interest in the collateral pledged as security for the indebtedness hereunder and termination of this credit facility. Each of GTR and GTDT hereby waives any benefit of or right to participate in any of any collateral or proceeds thereof or any other security now or hereafter held by Bank. Each of GTR and GTDT hereby waives any right to require Bank to proceed against GTR, GTDT or any other person or entity, to marshal assets or proceed against or exhaust any security from GTR, GTDT or any other person or entity, to perform any obligation of GTR or GTDT respect to any collateral or proceeds thereof, and to make any presentment or demand, or give any notice of nonpayment or nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any collateral or proceeds thereof. Each of GTR and GTDT further waives any right to direct the application of payments or security for any indebtedness hereunder or indebtedness of customers of GTR or GTDT. By its acceptance below, each of GTR and GTDT hereby expressly waives and surrenders any defense to its joint and several liability on the indebtedness hereunder based upon any of the foregoing. All property included in the collateral pledged as security for the indebtedness hereunder shall be included as collateral, whether it is owned jointly by one or both of GTR and GTDT or is owned in whole or in part by one (or both) of them. Notwithstanding anything herein to the contrary, the right of recovery against each of GTR and GTDT under this Agreement shall not exceed $1.00 less than the lowest amount which would render such entity's obligation under this Agreement void or voidable under applicable law, including without limitation, fraudulent conveyance law. Notices from Bank sent to either of GTR or GTDT shall constitute notice to both. Directions, instructions, actions, representations, warranties or covenants made by either of GTR and GTDT to Bank shall be binding on both and Bank shall be entitled to conclusively presume that any action by any of GTR or GTDT hereunder or under any other instrument, agreement or document delivered to Bank by any of GTR and GTDT is taken on behalf of both of them, as the case may be, whether or not such entity so indicates. The word "indebtedness" is used in 0, this 0 and 0 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of Borrower, or any of them, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and whether Borrower may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter becomes unenforceable.

SECTION 7.13 RELEASE.

Borrower hereby absolutely and unconditionally releases and forever discharges Bank, and any and all participants, parent entities, subsidiary entities, affiliated entities, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which Borrower has had, now has or has made claim to have against any such person or entity for or by reason of any act, omission, matter, cause or thing whatsoever arising

4814-2699-5207/14

from the beginning of time to and including the date of this Agreement, of which Borrower is aware on the date of this Agreement, whether such claims, demands and causes of action are matured or unmatured.

SECTION 7.14 REFERENCES.

All references in any other agreement, instrument or document to the Former Credit Agreement shall be deemed to refer to this Amended and Restated Credit Agreement.

SECTION 7.15 CONSENT TO SALE OF AURORA STORE.

Bank hereby consents to (a) the sale by GTDT of the Real Property (as that term is defined in that certain Purchase and Sale Agreement dated July 12, 2010, by and between GTDT and FCS-RE LLC, a Kansas limited liability company (the "Aurora Purchase and Sale Agreement")), located at Pad C of the Cornerstar Shopping Center in Aurora, Colorado pursuant to the terms of the Aurora Purchase and Sale Agreement and (b) GTDT using the proceeds of such sale to pay Borrower's indebtedness owing to PFGI II, LLC. Within ten (10) days of the closing of the transaction contemplated by the Aurora Purchase and Sale Agreement, Borrower shall deliver to Bank evidence acceptable to Bank in it sole discretion that the proceeds derived from the Aurora Purchase and Sale Agreement have been used to pay Borrower's indebtedness owing to PFGI II, LLC. This consent shall be effective only in this specific instance and for the specific purpose for which it is given, and this consent shall not entitle Borrower to any other or further consents in any similar or other circumstances. Bank's consent does not constitute a course of dealing or a course of conduct.

SECTION 7.16 CONSENT TO STOCK PURCHASE AGREEMENT.

Bank hereby consents to (a) the performance by GTR of that certain Stock Purchase Agreement dated October 29, 2010, by and between GTR and Small Island Investments Limited, a Bermuda corporation (the "SII Stock Purchase Agreement") and (b) GTR using the proceeds derived from the SII Stock Purchase Agreement to pay Borrower's indebtedness of $400,000.00 owing to W Capital and John T. MacDonald, to pay Borrower's indebtedness of $185,000.00 owing to Golden Bridge, LLC, to pay 2009 taxes and to pay other accounts payable, expenses related to the SII Stock Purchase Agreement and for general working capital purposes. Within ten (10) days of the closing of the transaction contemplated by the SII Stock Purchase Agreement, Borrower shall deliver to Bank evidence acceptable to Bank in it sole discretion that the proceeds derived from the SII Stock Purchase Agreement have been used to pay Borrower's indebtedness owing to W Capital, John T. MacDonald and Golden Bridge, LLC and the 2009 taxes. This consent shall be effective only in this specific instance and for the specific purpose for which it is given, and this consent shall not entitle Borrower to any other or further consents in any similar or other circumstances. Bank's consent does not constitute a course of dealing or a course of conduct.

SECTION 7.17 WAIVER OF EXISTING DEFAULTS.

GTR has been in default of SECTION 4.9(a) of the Former Credit Agreement (Tangible Net Worth) since December 31, 2008, SECTION 4.9(b) of the Former Credit Agreement (Total Liabilities divided by Tangible Net Worth) since June 30, 2010, SECTION 4.9(c) of the Former Credit Agreement (EBITDA Coverage Ratio) since September 30, 2008 and SECTION 5.2 of the Former

4814-2699-5207/14

Credit Agreement due to sales of a material portion of GTR's assets outside of the ordinary course of business (collectively, the "Existing Defaults"). Upon the terms and subject to the conditions set forth in this Amended and Restated Credit Agreement, Bank hereby waives the Existing Defaults. This waiver shall be effective only in this specific instance and for the specific purpose for which it is given, and this waiver shall not entitle Borrower to any other or further waiver in any similar or other circumstances.

SECTION 7.18 AMENDMENT AND RESTATEMENT.

Relying on each of the representations and warranties set out in this Agreement and subject to the terms and conditions of this Agreement, Bank and Borrower agree that, effective on the date hereof, the Former Credit Agreement shall be amended in its entirety on the terms and conditions of this Agreement and all indebtedness and liabilities of Borrower to Bank under (and as defined in) the Former Credit Agreement including, without limitation, the outstanding principal amount of the Term Loan and all accrued and unpaid interest and fees thereon and standby fees accrued thereunder, shall be construed as indebtedness and liabilities of Borrower to Bank under this Agreement. Borrower confirms that it remains bound by every other agreement, instrument and document by Borrower in favor of Bank and by and between Borrower and Bank currently in effect to which it is a party.

[Remainder of this page left intentionally blank]

4814-2699-5207/14

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

GOOD TIMES RESTAURANTS INC.		WELLS FARGO BANK,
		NATIONAL ASSOCIATION

By:/s/ Boyd E. Hoback		By:/s/Jennifer Niebrugge
Name: Boyd E. Hoback		Name: Jennifer Niebrugge
Title: President and CEO		Title: Authorized Signatory

GOOD TIMES DRIVE THRU INC.

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

Signature Page to Amended and Restated Credit Agreement

4814-2699-5207/12

SCHEDULE 5.5

AMENDED AND RESTATED CREDIT AGREEMENT

All real and personal property (including all buildings) leased and/or owned by GOOD TIMES RESTAURANTS INC., a Nevada corporation, or GOOD TIMES DRIVE THRU INC., a Colorado corporation, located at, on and/or in the real property described in the following legal descriptions:

LEGAL DESCRIPTIONS

808 E. Colfax Ave., Denver, CO 80218 9 (Store 102):

LOTS 13, 14, 15, 16, 17 AND 18, KENBERMA ADDITION TO DENVER, 2ND FILING, CITY AND COUNTY OF DENVER, STATE OF COLORADO.

THE RESERVED STRIP ADJACENT TO LOT 18, KENBERMA ADDITION TO DENVER, 2ND FILING, EXCEPT THE EAST 4.5555 FEET THEREOF; SAID STRIP BEING IN CAPITOL HILL SUBDIVISION, 2ND FILING, CITY AND COUNTY OF DENVER, STATE OF COLORADO.

1300 S. Colorado Blvd., Denver, CO 80222 (Store 103):

THE WEST 105 FEET OF THE EAST 136 FEET OF LOTS 1 TO 10, INCLUSIVE, BLOCK 4, KIBLER ADDITION, CITY AND COUNTY OF DENVER, STATE OF COLORADO.

4975 Federal Blvd., Denver, CO 80221 (Store 112):

LOTS 43 THROUGH 48, INCLUSIVE, BLOCK 89, BERKELEY OF THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, EXCEPT THE WESTERLY 8.00 FEET THEREOF AND FURTHER EXCEPTING THE FOLLOWING TWO PARCELS TO BE DEEDED TO THE CITY AND COUNTY OF DENVER FOR RIGHT-OF-WAY PURPOSES, DESCRIBED AS FOLLOWS:

PARCEL 1: THE EASTERLY 7.00 FEET OF LOTS 43 THROUGH 48, INCLUSIVE, BLOCK 89, BERKELEY OF THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, THEREOF,

PARCEL 2: THE NORTHERLY 9.00 FEET OF LOT 48, BLOCK 89, BERKELEY OF THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, EXCEPT THE WESTERLY 8.00 FEET AND THE EASTERLY 7.00 FEET, THEREOF.

Sch. 5.5-1

4814-2699-5207/12

8930 E. Hampden Ave., Denver, CO 80231 (Store 110):

Parcel Two:

A Leasehold Estate as created by the Lease dated September 10, 1993, as amended August 5, 1998, executed by and between Village Square East LLC, a Colorado limited liability company, successor in interest to Village Square East Shopping Center, Lessor, and Good Times Drive Thru Inc., a Colorado corporation, Lessee, a Memorandum of which recorded October 29, 1998 at Reception No. 9800181227 of the records of the Office of Clerk and Recorder of Denver County, Colorado, and as assigned to Ceda Enterprises, Inc., a Colorado corporation by Assignment of Lease recorded October 29, 1998 at Reception No. 9800181228 of said records, and as assigned to Good Times Drive Thru Inc., a Colorado corporation by Assignment of Leases recorded ____________ at Reception No. ___________ of said records for the term and upon and subject to all of the conditions and provisions contained therein, in and to the property described as follows:

That part of the Northwest Quarter of the Northwest Quarter of Section 3, Township 5 South, Range 67 West of the 6th Principal Meridian, formerly part of Kenwood Park, described as follows:

Beginning at a point on the centerline of vacated Small Avenue, which is 305.0 feet East of a line which is 50.0 feet East of and parallel with the West line of said Northwest Quarter of the Northwest Quarter;

Thence North, at right angles, 547.74 feet, more or less, to the South line of Hampden Avenue as described in Book 928 at Page 509 of the Arapahoe County records;

Thence East, along the South line of said Hampden Avenue, 270.0 feet;

Thence South, at right angles to the centerline of vacated small Avenue, 150 feet;

Thence East, parallel with the South line of said Hampden Avenue, 100 feet;

Thence North, at right angles to the centerline of vacated Small Avenue, 150 feet;

Thence East, along the South line of said Hampden Avenue, 70 feet;

Thence South a distance of 550.11 feet, more or less, to a point on the centerline of vacated Small Avenue, which is 440.0 feet East of the Point of Beginning;

Thence West, along the centerline of vacated Small Avenue, 440.0 feet to the Point of Beginning.

City and County of Denver,

State of Colorado.

Sch. 5.5-2

4814-2699-5207/12

EX-3 4 amendedrestatednote1.htm

AMENDED AND RESTATED TERM NOTE

$689,671.00 Denver, Colorado

December 13, 2010

FOR VALUE RECEIVED, each of the undersigned GOOD TIMES RESTAURANTS INC. and GOOD TIMES DRIVE THRU INC. (together, "Borrower") jointly and severally promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at Denver, Colorado, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Six Hundred Eighty-Nine Thousand Six Hundred Seventy-One Dollars ($689,671.00), with interest thereon as set forth herein.

INTEREST:

(a) Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a rate per annum one half of one percent (0.50%) below the Prime Rate in effect from time to time. The term "Prime Rate" means at any time the rate of interest most recently announced within Bank at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of Bank's base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank may designate. Each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is announced within Bank.

(b) Payment of Interest. Interest accrued on this Note shall be payable on the first day of each month, commencing January 1, 2011.

(c) Default Interest. The outstanding principal balance of this Note shall bear interest until paid in full at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note during each of the following periods: (i) upon the occurrence and during the continuation of any Event of Default, (ii) from and after the maturity date of this Note, and (iii) from the date all principal owing hereunder becomes due and payable by acceleration or otherwise.

REPAYMENT AND PREPAYMENT:

(a) Repayment. Principal shall be payable on the first day of each month in installments as set forth on Schedule 1 attached hereto and incorporated herein by this reference, commencing January 1, 2011, and continuing up to and including April 1, 2015, with a final installment consisting of all remaining unpaid principal due and payable in full on May 1, 2015.

(b) Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.

4847-0615-3991\7

(c) Prepayment. Borrower may prepay principal on this Note at any time, in any amount and without penalty. All prepayments of principal shall be applied on the most remote principal installment or installments then unpaid.

EVENTS OF DEFAULT:

This Note is made pursuant to and is subject to the terms and conditions of that certain Amended and Restated Credit Agreement among Borrower and Bank dated as of December [__], 2010, as amended from time to time (the "Credit Agreement"). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an "Event of Default" under this Note.

MISCELLANEOUS:

(a) Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of the holder's in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.

(b) Amended and Restated Term Note. This Note is issued in replacement of and in substitution for, but not in repayment of, the Term Note of Good Times Restaurants Inc., dated as of April 18, 2007, payable to the order of Bank in the original principal amount of $1,100,000, and is issued pursuant to, and is subject to, the Credit Agreement, which provides, among other things, for acceleration hereof. This Note is the Term Note referred to in the Credit Agreement.

(c) Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several.

(d) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Colorado.

[Remainder of this page left intentionally blank]2

4847-0615-3991\7

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

GOOD TIMES RESTAURANTS INC.

By: /s/ Boyd E. Hoback

Name: Boyd E. Hoback

Title: President

GOOD TIMES DRIVE THRU INC.

By: /s/ Boyd E. Hoback

Name: Boyd E. Hoback

Title: President

Signature Page to Amended and Restated Term Note

4847-0615-3991\7

SCHEDULE 1

AMENDED AND RESTATED TERM NOTE

Schedule 1-1

4847-0615-3991\7

Principal Payment Date	Principal Payment Amount
01/01/11	$10,843.00
02/01/11	$10,843.00
03/01/11	$10,843.00
04/01/11	$10,843.00
05/01/11	$10,843.00
06/01/11	$11,726.00
07/01/11	$11,726.00
08/01/11	$11,726.00
09/01/11	$11,726.00
10/01/11	$11,726.00
11/01/11	$11,726.00
12/01/11	$11,726.00
01/01/12	$11,726.00
02/01/12	$11,726.00
03/01/12	$11,726.00
04/01/12	$11,726.00
05/01/12	$11,726.00
06/01/12	$12,682.00
07/01/12	$12,682.00
08/01/12	$12,682.00
09/01/12	$12,682.00
10/01/12	$12,682.00
11/01/12	$12,682.00
12/01/12	$12,682.00
01/01/13	$12,682.00
02/01/13	$12,682.00
03/01/13	$12,682.00
04/01/13	$12,682.00
05/01/13	$12,682.00
06/01/13	$13,715.00
07/01/13	$13,715.00
08/01/13	$13,715.00
09/01/13	$13,715.00
10/01/13	$13,715.00
11/01/13	$13,715.00
12/01/13	$13,715.00
01/01/14	$13,715.00
02/01/14	$13,715.00
03/01/14	$13,715.00
04/01/14	$13,715.00
05/01/14	$13,715.00
06/01/14	$14,832.00
07/01/14	$14,832.00
08/01/14	$14,832.00
09/01/14	$14,832.00
10/01/14	$14,832.00
11/01/14	$14,832.00
12/01/14	$14,832.00
01/01/15	$14,832.00
02/01/15	$14,832.00
03/01/15	$14,832.00
04/01/15	$14,832.00
05/01/15	Remaining Balance

Schedule 1-2

4847-0615-3991\7

EX-4 5 consentbridge1.htm ASSIGNMENT AND ASSUMPTION AGREEMENT

CONSENT AND AGREEMENT

This Consent and Agreement (the "Agreement"), dated December 13, 2010, is entered into by and among W Capital, Inc. and John T. McDonald (together, "Lender"), Good Times Restaurants Inc., a Nevada corporation ("Good Times"), and Good Times Drive Thru Inc., a Colorado corporation ("GTDT"), in connection with that certain Securities Purchase Agreement dated October 29, 2010 (the "Purchase Agreement") between Good Times and Small Island Investments Limited, a Bermuda corporation (the "Investor"), pursuant to which Good Times has agreed to sell and issue to the Investor in consideration of $2,100,000 an aggregate of 4,200,000 shares of its common stock (the "Shares") upon satisfaction of certain closing conditions set forth therein. Reference is made herein to that certain Loan Agreement dated effective as of February 1, 2010, as amended effective as of April 1, 2010 (the "Loan Agreement"), among Lender, Good Times and GTDT, and the Secured Promissory Note dated April 1, 2010 issued to Lender pursuant thereto (the "Note").

1. Lender hereby consents to the above-described sale and issuance by Good Times of the Shares to the Investor in accordance with the terms of the Purchase Agreement and agrees that such transaction shall not constitute an Event of Default under the Note.

2. Lender hereby agrees that the aggregate principal balance of $400,000 owed to Lender under the Note shall be repaid (the "Principal Payment") out of the net proceeds to Good Times from the sale and issuance of the Shares at the Closing (as defined in the Purchase Agreement). Lender further agrees that the aggregate amount of accrued interest owed to Lender under the Note shall be converted at the Closing into shares of common stock of Good Times at a conversion ratio of $0.50 of the amount of accrued interest owed for each share of common stock (the "Lender Shares"). Lender acknowledges and agrees that this paragraph 2 constitutes an amendment to the provision set forth in Section 6 of the Note.

3. Good Times and GTDT confirm that as of the date hereof, to their knowledge, they are in full compliance with the material terms of the Loan Agreement and the Note.

4. Good Times agrees that, prior to February 1, 2011, it will prepare and file an amendment to the Registration Statement on Form S-3 initially filed with the Securities Exchange Commission on March 4, 2010 and amended on April 27, 2010 (the "Registration

Statement"), covering the resale of the Lender Shares and the shares of Good Times common stock underlying the Warrants (as defined in the Loan Agreement) (the "Warrant Shares"). Good Times further agrees that it shall thereafter use commercially reasonable best efforts to have the Registration Statement, as amended, declared effective by the Commission as soon as practicable, and to have the Registration Statement, as amended, remain effective until such time as the Lender Shares and the Warrant Shares can be sold pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended.

5. The parties acknowledge that Good Times intends to effect a reverse stock split following the Closing (the "Reverse Split"). The parties agree that Exhibit A hereto, setting forth (i) the interest calculation used for purpose of paragraph 2 hereof, (ii) the number of Lender Shares to be issued to Lender at the Closing (prior to the Reverse Split), (iii) the number of Lender Shares following the Reverse Split, and (iv) the number of Warrant Shares issuable to Lender following the Reverse Split, is accurate and complete.

6. Lender and Good Times agree that Lender's consent as set forth in paragraphs 1 and 2 hereof shall be of no force and effect if the Principal Payment and Lender Shares are not received by Lender by December 31, 2010.

7. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or electronic signature, which shall be deemed an original.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first indicated above.

	LENDER:

	W Capital, Inc.

	By: /s/ W.H. Trey Watson
	Name: W.H. Trey Watson
	Title: Principal

	By: /s/ John T. McDonald
	Name: John T. McDonald

	GOOD TIMES:
	Good Times Restaurants Inc.
	By: /s/ Boyd E. Hoback
	Name: Boyd E. Hoback
	Title: President and CEO

	GTDT:
	Good Times Drive Thru Inc

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

EXHIBIT A

W. Capital & John T. McDonald

12.00% 2/1/10 to 7/31/10

14.00% 8/1/10 on

				Monthly	Monthly	Monthly
	Draw	Draw	Draw	Interest	Interest	Interest	Accrd Int	Accrd Int
	Mcdonald	W Capital	Total	Mcdonald	W Capital	Total	Mcdonald	W Capital
2/1/10 draw	$25,000.00	$100,000.00	$125,000.00
02/28/2010 bal				$230.14	$920.55	$1,150.68	$230.14	$920.55
3/1/10 draw	$25,000.00	$100,000.00	$125,000.00
3/2/10 draw
3/31/10 bal
3/31/2010				$509.59	$2,038.36	$2,547.95	$739.73	$2,958.90
4/16/2010	$50,000.00	$100,000.00	$400,000.00

4/30/2010				$739.73	$2,465.75	$3,205.48	$1,479.45	$5,424.66
5/31/2010				$1,019.18	$3,057.53	$4,076.71	$2,498.63	$8,482.19
6/30/2010				$986.30	$2,958.90	$3,945.21	$3,484.93	$11,441.10
7/31/2010				$1,019.18	$3,057.53	$4,076.71	$4,504.11	$14,498.63
8/31/2010				$1,189.04	$3,567.12	$4,756.16	$5,693.15	$18,065.75
9/30/2010				$1,150.68	$3,452.05	$4,602.74	$6,843.84	$21,517.81
10/31/2010				$1,189.04	$3,567.12	$4,756.16	$8,032.88	$25,084.93
11/30/2010				$1,150.68	$3,452.05	$4,602.74	$9,183.56	$28,536.99
12/13/2010				$498.63	$1,495.89	$1,994.52	$9,682.19	$30,032.88

	$100,000.00	$300,000.00				$39,715.07
						Pre-split shs	19,364	60,066
						Post-split shs	6,455	20,022

EX-5 6 consentseriesb1.htm ASSIGNMENT AND ASSUMPTION AGREEMENT

CONSENT AND WAIVER

This Consent and Waiver is given by the undersigned stockholders (collectively, the "Series B Investors") to Good Times Restaurants Inc., a Nevada corporation ("Good Times"), in connection with that certain Securities Purchase Agreement dated October 29, 2010 (the "SII Agreement") between Good Times and Small Island Investments Limited, a Bermuda corporation ("SII"), pursuant to which Good Times has agreed to issue and sell to SII in consideration of $2,100,000 an aggregate of 4,200,000 shares of its common stock (the "Shares") upon satisfaction of certain closing conditions set forth therein. Reference is made herein to the Stock Purchase Agreements (together, the "Series B Purchase Agreements") between Good Times and each of the Series B Investors.

1. Consent to Issuance of Shares and Waiver of Participation Rights. The Series B Investors hereby consent to the issuance and sale of the Shares to SII and waive their respective rights of participation under the Series B Purchase Agreements in connection with the issuance and sale of the Shares to SII. The foregoing waiver of participation rights includes, without limitation, the waiver of any right of the Series B Investors to receive notice of issuance of the Shares, the right to participate in the sale and purchase of the Shares, and any other rights under the relevant provisions of the Series B Purchase Agreements with respect to the sale and issuance of the Shares.

2. Director Designation Rights. Each of the Series B Investors hereby agrees that effective from and after the Closing Date (as defined in the SII Agreement), with respect to the exercise of their shareholder voting rights:

(a) Any rights of the Series B Investors, or any of them individually, under the Series B Purchase Agreements to designate members of the Good Times Board of Directors (the "Board") are hereby cancelled; and

(b) In lieu thereof, (i) The Bailey Company, LLLP ("Bailey") and its Affiliates (as defined in the SII Agreement) shall have the right to designate one member of the Board, and (ii) Eric W. Reinhard ("Reinhard") and his Affiliates shall have the right to designate one member of the Board. Notwithstanding the foregoing, if Bailey or Reinhard (in each case, together with its or his Affiliates) ceases to own at least 600,000 shares of Good Times' common stock (as adjusted for any stock splits, reverse splits or similar capital stock transactions), then Bailey or Reinhard, as the case may be, shall no longer have the right to designate a member of the Board but shall have the right to exercise its or his shareholder voting rights in the same manner as all other shareholders of Good Times who do not have director designation rights.

3. Voting Agreement. Each of the Series B Investors hereby agrees to vote its or his outstanding shares of common stock in favor of the transactions contemplated by the SII Agreement and submitted for shareholder approval and, for so long as SII holds at least fifty percent of Good Times' then-outstanding capital stock, to vote its or his shares in favor of SII's four designees to the Board. The Series B Investors agree that SII constitutes a third party beneficiary of the foregoing provision.

4. Counterparts. This Waiver and Consent may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Waiver and Consent may also be executed via facsimile or electronic signature, which shall be deemed an original.

		SERIES B INVESTORS:
DATED: December 9, 2010		Erie County Investment Co.
		By: /s/ William D. Whitehurst
		Name: William D. Whitehurst
		Title: CFO/VP

DATED: December 9, 2010		By: /s/Eric W. Reinhard and /s/ Andrea P. Reinhard
		Names: Eric W. Reinhard and /s/ Andrea P. Reinhard

DATED: December 9, 2010		By: /s/ Ron Goodson
		Name: Ron Goodson

DATED: December 11, 2010		By: /s/ Ileene Green
		Name: Ileene Green

DATED: December 10, 2010		By: /s/ Alan A. Teran
		Name: Alan A. Teran

DATED: December 9, 2010		By: /s/ David A. Depoy
		Name: David A. Depoy

DATED: December 9, 2010		By: /s/ David Grissen
		Name: David Grissen

DATED: December 8, 2010		By: /s/ Peggy M. Clute
		Name: Peggy M. Clute

DATED: December 9, 2010		By: /s/ David W. Hooker
		Name: David W. Hooker

EX-7 7 prclosing1.htm 11: 12:

FOR IMMEDIATE RELEASE	News
December 17, 2010	Nasdaq Capital Market- GTIM

Good Times Restaurants Inc. Announces Closing of $2.1m Stock Purchase Agreement

(GOLDEN, CO) Good Times Restaurants Inc. (GTIM) today announced that on December 13, 2010 it closed on a stock purchase transaction with Small Island Investments Ltd. ("SII") for the sale of 4,200,000 shares of its common stock for an aggregate purchase price of $2.1 million following shareholder approval of the transaction. The Company also reported that it had simultaneously entered into an Amended Credit Agreement with Wells Fargo Bank on its existing term loan that modifies certain financial loan covenants and collateral commitments, but without any change to the interest rate or term of the loan. The Company had been in technical default of certain loan covenants but had never been in any payment default and is now in full compliance with the modified covenants.

Boyd Hoback, President & CEO said "The proceeds of the equity transaction along with continued improvement in our operating results allowed us to reduce short term debt and liabilities and provides additional strength to our balance sheet and working capital position. We will continue to reinvest in our existing restaurants as we look toward future growth as liquidity returns to the capital markets for new company owned and franchised store development. In the near term we are focused on building cash flow from our existing asset base through continued sales growth and margin improvement."

The Company's Board of Directors approved a one for three reverse split of the Company's common stock that was also approved by shareholders at the Special Meeting on December 13, 2010. The reverse split will be effective as of December 31, 2010. Hoback added "The equity transaction and the reverse split allow us to maintain our listing on the Nasdaq Capital Market as we evaluate possible further long term strategic moves to improve shareholder value and liquidity."

Mastodon Ventures Inc. provided strategic advisory services to the Company in the transaction. A fairness opinion for the SII transaction was provided to the Board of Directors by Woodville Hall Capital, LLC, of Middleburg, Virginia

Good Times is a regional chain of quick service restaurants located primarily in Colorado providing a menu of high quality all natural hamburgers, 100% breast of chicken sandwiches, fresh frozen custard, fresh squeezed lemonades and other unique offerings. Good Times currently operates and franchises 49 restaurants.

SII is a Bermuda corporation based in Boston, Massachusetts and is an affiliate of a company that owns and operates three restaurant brands operating in Canada and the United States generating approximately $75 million in annual revenues. Bellmark Partners, LLC acted as SII's financial advisor in connection with the transaction.

This press release contains forward looking statements within the meaning of federal securities laws. The words "intend," "may," "believe," "will," "should," "anticipate," "expect," "seek" and similar expressions are intended to identify forward looking statements. These statements involve known and unknown risks, which may cause Good Times' actual results to differ materially from results expressed or implied by the forward looking statements. These risks include such factors as the uncertain nature of current restaurant development plans and the ability to implement those plans, delays in developing and opening new restaurants because of weather, local permitting or other reasons, increased competition, cost increases or shortages in raw food products, and other matters discussed under the "Risk Factors" section of Good Times' Annual Report on Form 10-K for the fiscal year ended September 30, 2009 filed with the SEC. Although Good Times may from time to time voluntarily update its forward looking statements, it disclaims any commitment to do so except as required by securities laws.

INVESTOR RELATIONS CONTACTS:

Good Times Restaurants Inc.

Boyd E. Hoback, President and CEO, 303/384-1411

Christi Pennington, Executive Assistant, 303/384-1440