SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)

Good Times Restaurants, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

382140879

(CUSIP Number)

REST Redux LLC

14901 Quorum Dr., Suite 900

Dallas, Texas 75254

(214) 420-5912

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 8, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The  information  required on the remainder of this cover page shall not be deemed to be "filed"  for the  purpose  of  Section 18 of the  Securities Exchange Act of 1934 (“Act”) or otherwise  subject to the liabilities of that section of the Act but shall be subject to all other  provisions of the Act  (however,  see the Notes).

1	NAME OF REPORTING PERSONS  REST Redux LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 800,000
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 800,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1%*
14	TYPE OF REPORTING PERSON   OO

*This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 80,000 warrants held by Reporting Persons collectively to be outstanding.

2

1	NAME OF REPORTING PERSONS  REIT Redux LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 800,000
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 800,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1%*
14	TYPE OF REPORTING PERSON   PN

*This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 80,000 warrants held by Reporting Persons collectively to be outstanding.

3

1	NAME OF REPORTING PERSONS  REIT Redux GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 800,000
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 800,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1%*
14	TYPE OF REPORTING PERSON   OO

*This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 80,000 warrants held by Reporting Persons collectively to be outstanding.

4

1	NAME OF REPORTING PERSONS  Robert J. Stetson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 880,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 880,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 880,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%**
14	TYPE OF REPORTING PERSON   IN

*Consists of 848,000 shares of Common Stock and 32,000 warrants to purchase Common Stock which are currently exercisable.

**This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 80,000 warrants held by Reporting Persons collectively to be outstanding.

5

1	NAME OF REPORTING PERSONS  B.T. Interest, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 50,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 50,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%**
14	TYPE OF REPORTING PERSON   PN

*Consists of 30,000 shares of Common Stock and 20,000 warrants to purchase Common Stock which are currently exercisable.

**This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 80,000 warrants held by Reporting Persons collectively to be outstanding.

6

1	NAME OF REPORTING PERSONS Lonnie B. Whatley, III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 50,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 50,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         Less than 1%**
14	TYPE OF REPORTING PERSON   IN

*Consists of 30,000 shares of Common Stock and 20,000 warrants to purchase Common Stock which are currently exercisable.

**This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 80,000 warrants held by Reporting Persons collectively to be outstanding.

7

1	NAME OF REPORTING PERSONS David Martin West Asset Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS  WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 35,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 35,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         Less than 1%**
14	TYPE OF REPORTING PERSON   OO

*Consists of 15,000 shares of Common Stock and 20,000 warrants to purchase Common Stock which are currently exercisable.

**This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 80,000 warrants held by Reporting Persons collectively to be outstanding.

8

1	NAME OF REPORTING PERSONS David West
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 35,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 35,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         Less than 1%**
14	TYPE OF REPORTING PERSON   IN

*Consists of 15,000 shares of Common Stock and 20,000 warrants to purchase Common Stock which are currently exercisable.

**This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 80,000 warrants held by Reporting Persons collectively to be outstanding.

9

1	NAME OF REPORTING PERSONS The Kropp 2010 Family Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 20,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 20,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         Less than 1%**
14	TYPE OF REPORTING PERSON   OO

*Consists of 12,000 shares of Common Stock and 8,000 warrants to purchase Common Stock which are currently exercisable.

**This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 80,000 warrants held by Reporting Persons collectively to be outstanding.

10

1	NAME OF REPORTING PERSONS James H. Kropp
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 20,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 20,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         Less than 1%**
14	TYPE OF REPORTING PERSON   IN

*Consists of 12,000 shares of Common Stock and 8,000 warrants to purchase Common Stock which are currently exercisable.

**This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 80,000 warrants held by Reporting Persons collectively to be outstanding.

11

The following constitutes Amendment No. 1 (“Amendment No.1”) to the Schedule 13D (the “Schedule 13D”) filed by the undersigned relating to the shares of common stock, par value $.001 per share (the “Common Stock”), of Good Times Restaurants Inc. (the “Issuer”), a Nevada corporation.  The principal executive office of the Issuer is located at 601 Corporate Circle, Golden, Colorado 80401.  This Amendment No. 1 amends the Schedule 13D as specifically set forth.

Item 3.                      Source and Amount of Funds or Other Consideration.

Section 3 is hereby amended in its entirety as follows:

Purchases of Common Stock by Rest Redux LLC (“Redux”) were made in a privately negotiated transactions, as more fully described in Item 6.  The total amount of funds used for the purchase of Common Stock held by Redux was $2,755,000.00.   All such shares of Common were paid for using working capital of Redux.  Neither REIT Redux LP nor REIT Redux GP, LLC own shares of Common Stock directly but each of which may be deemed to beneficially own the shares held directly by Redux.

All shares of Common Stock held directly by Robert Stetson, the West Trust, B.T. Interest and the Kropp Trust were acquired through either the purchase of Common Stock from the Issuer in a 2013 capital raise by the Issuer or through the exercise of warrants acquired as warrant coverage in connection therewith.  The foregoing Reporting Persons also hold additional warrants to purchase Common Stock originally acquired by an affiliated entity as warrant coverage in such 2013 capital raise. The total amount of funds used by the foregoing Reporting Persons for the purchase of Common Stock held by each was as follows: $120,000 (Stetson), $37,500 (West Trust), $75,000 (B.T. Interest) and $30,000 (Kropp Trust).  All such shares of Common Stock were paid for using the working capital or personal or family investment capital of such Reporting Persons.  Robert Stetson may also be deemed to beneficially own the shares of Common Stock held directly by Redux. None of David West, Lonnie Whatley III nor James H. Kropp (who may be deemed to beneficially own the shares held by the West Trust, B.T. Interest and the Kropp Trust, respectively) holds shares of Common Stock directly.

Item 5.                      Interest in Securities of the Issuer.

Section 5 is hereby amended in its entirety as follows:

(a) The aggregate percentage of shares of Common Stock reported to be owned by the Reporting Persons is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014.

As of the filing date of this Amendment No.1, Redux beneficially owned 800,000 shares of Common Stock, representing 10.1% of the issued and outstanding Common Stock of the Issuer. Each of REIT Redux LP, REIT Redux GP, LLC and Robert Stetson may also be deemed to beneficially own the shares owned directly by Redux.

As of the filing date of this Amendment No.1, Mr. Stetson also beneficially owned 80,000 shares of Common Stock, consisting of (a) 48,000 shares of Common Stock and (b) warrants to purchase 32,000 shares of Common Stock.   In total, Mr. Stetson may be deemed to beneficially own 880,000 shares of Common Stock, or 11.2% of the issued and outstanding Common Stock of the Issuer.

As of the filing date of this Amendment No.1, the West Trust beneficially owned 35,000 shares of Common Stock, consisting of (a) 15,000 shares of Common Stock and (b) warrants to purchase 20,000 shares of Common Stock, or together less than 1% of the issued and outstanding Common Stock of the Issuer.  David West may also be deemed to beneficially own the shares of Common Stock owned directly by the West Trust.

As of the filing date of Amendment No.1, B.T. Interest beneficially owned 50,000 shares of Common Stock, consisting of (a) 30,000 shares of Common Stock and (b) warrants to purchase 20,000 shares of Common Stock, or together less than 1% of the issued and outstanding Common Stock of the Issuer.  Lonnie Whatley III may also be deemed to beneficially own the shares of Common Stock owned directly by B.T. Interest.

12

As of the filing date of this Amendment No.1, the Kropp Trust beneficially owned 20,000 shares of Common Stock, consisting of (a) 12,000 shares of Common Stock and (b) warrants to purchase 8,000 shares of Common Stock, or together less than 1% of the issued and outstanding Common Stock of the Issuer.  James H. Kropp may also be deemed to beneficially own the shares of Common Stock owned directly by the Kropp Trust.

(b) By virtue of his position as President of REIT Redux GP, LLC, Robert Stetson may be deemed to have the sole power to vote or direct the vote and dispose of the shares of Common Stock beneficially owned by Redux, as reported in Item 5(a), as well as the shares of Common Stock held directly by Mr. Stetson. By virtue of their respective roles with the Reporting Persons, David West, Lonnie Whatley III and James H. Kropp may be deemed to have the sole power to vote or direct the vote and dispose of the shares of Common Stock beneficially owned by the West Trust, B.T. Interest and the Kropp Trust, respectively, as reported in Item 5(a).

(c) As described under Item 6, Redux purchased 300,000 shares of Common Stock at a price of $4.10 in a privately negotiated transaction on October 8, 2014.  In addition, on October 1, 2014, the West Trust sold 10,000 shares of Common Stock in the market as follows: 5,000 shares at a price of $5.78 and 5,000 shares at a price of $5.71.  Except for the foregoing, no other transactions were effected by the Reporting Persons in the Common Stock during the past 60 days.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock covered by this Amendment No. 1.

(e) Inapplicable.

Item 6.                      Contracts, Arrangements, Understandings or Relationships with

          Respect to Securities of the Issuer.

Section 6 is hereby amended to add the following:

On October 8, 2014, Redux purchased three hundred thousand (300,000) shares of Common Stock from Small Island Investments Ltd. (“SII”) at a price of $4.10 per share pursuant to a Purchase Agreement executed contemporaneously therewith between Redux, SII and Hoak Public Equities, L.P. (the “Purchase Agreement”). SII is a controlled affiliate of David Dobbin, who is Chairman of the Issuer. Hoak Public Equities, L.P. also purchased 300,000 shares of Common Stock pursuant to the Purchase Agreement.

In connection with the execution of the Purchase Agreement, the Issuer agreed to, at the request of Redux or Hoak Public Equities, L.P., (1) waive the exercise restrictions based on percentage beneficial ownership set forth in Class A warrants held by such parties (including investors in Redux) and (2) as part of any prospectus supplement or post-effective amendment that may be necessary to keep its currently effective S-1 registration statement current, to reflect the acquired shares as owned by such parties and eligible for resale thereunder (the foregoing, the “Waiver Agreement”).

The foregoing descriptions of the Purchase Agreement and the Waiver Agreement are not complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed as exhibits hereto and are incorporated herein by reference.

The Reporting Persons expressly disclaim any membership in a group with, and beneficial ownership of any securities beneficially owned by, Hoak Public Equities, L.P. and its affiliates or any other person, other than as reported herein.

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Item 7.                      Material to Be Filed as Exhibits

99.1	Purchase Agreement dated October 8, 2014 between Rest Redux LLC, Hoak Public Equities, L.P. and Small Island Investments, Ltd.
99.2	Agreement dated October 8, 2014 between Hoak Public Equities, L.P., Rest Redux LLC and Good Times Restaurants, Inc.

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: October 10, 2014

REST Redux, LLC By: REIT Redux GP, LLC, Member By:   _/s/ Robert Stetson_______________          Robert Stetson          President	REIT Redux, LP By: REIT Redux GP, LLC, its general partner By:   _/s/ Robert Stetson_______________          Robert Stetson          President
REIT Redux GP, LLC By:   _/s/ Robert Stetson_______________          Robert Stetson          President	Robert Stetson By:   _/s/ Robert Stetson_______________          Robert Stetson
David Martin West Asset Trust By:   _/s/ David West   ______________  _          David West          Trustee	David West By:   _/s/ David West   ______________  _          David West
B.T. Interest, Ltd. By:   _/s/ Lonnie B. Whatley III________  _          Lonnie B. Whatley          Manager	Lonnie B. Whatley III By:   _/s/ Lonnie B. Whatley III________  _          Lonnie B. Whatley III
The Kropp 2010 Family Trust By:   _/s/ James H. Kropp                  ______          James H. Kropp          Trustee	James H. Kropp By:   _/s/ James H. Kropp                  ______          James H. Kropp

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EX-99.1

Exhibit 99.1

PURCHASE AGREEMENT

This Purchase Agreement (the “Agreement”) is made as of October 8, 2014, by and between Small Island Investments Limited (“Small Island” or “Seller”), Rest Redux LLC (“ReRe”) and Hoak Public Equities, L.P. (“Hoak” and together with ReRe, the “Purchasers”).

RECITALS

A. Seller is the owner of one million ninety-four thousand two hundred and thirty six (1,094,236) shares of common stock of the Good Times Restaurants Inc. (the “Company”), par value $.001 (the “Common Stock”), including (a) three hundred and eight-three thousand three hundred and thirty-four (383,334) represented by certificate number 34ZQ (“Certificate 34ZQ”) and (b) seven hundred and ten thousand nine hundred and two (710,902) represented by certificate number ZQ31 (“Certificate ZQ31” and together with Certificate 34ZQ, the “Certificates”).

B. Seller desires to sell to Purchasers, and Purchasers desire to purchase from Seller, an aggregate of six hundred thousand  (600,000) shares of Common Stock, including all shares of Common Stock covered by the Certificate 34ZQ and the balance from Certificate ZQ31 (such purchase and sale, the “Sale”).

C. The Company has an effective registration statement on file with the SEC covering the shares of Common Stock subject to the Sale (Registration No. 333-198581) (the “Registration Statement”).

D. Purchasers have received a certificate complying with the Internal Revenue Code and United States Treasury Regulations, in form and substance reasonably satisfactory to the Purchasers, certifying that the Company is not and has not been at any time in the five-year period ending not greater than ten (10) days prior to the date hereof a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Internal Revenue Code.

AGREEMENT

NOW THEREFORE, the undersigned agree as follows:

1. Sale of Stock.  Subject to the terms of this Agreement, (a) Seller hereby sells to ReRe, and ReRe hereby purchases from Seller, three hundred thousand (300,000) shares of Common Stock (the “ReRe Shares”) at a purchase price per share of four dollars and ten cents ($4.10) (the “Per Share Price); and (b) Seller hereby sells to Hoak, and Hoak hereby purchases from Seller, three hundred thousand (300,000) shares of Common Stock, (the “Hoak Shares” and together with the ReRe Shares, the “Sold Shares”) at a purchase price per share of the Per Share Price. For purposes of this Agreement, the “Aggregate Sale Price” shall mean two million four hundred and sixty thousand dollars ($2,460,000), which equals six hundred thousand Sold Shares multiplied by the Per Share Price.

2. Simultaneous Closing; Payment.

a. Prior to or on the date hereof, Seller has delivered to Gardere Wynne Sewell LLP (“Gardere”), counsel to Purchasers, or an agent of Purchasers, to hold in escrow, (a) Certificate 34ZQ, (b) Certificate ZQ31 (it being understood that, to the extent such Certificate ZQ31 is held by the Company and the Preferred Certificate (as herein defined) has been delivered to the Company, Gardere or an agent of Purchaser as provided in Section 3(a) below, this requirement shall be deemed satisfied) and (c) Approved Stock Powers (as defined below) completed and duly executed by Seller (or Seller’s authorized representative) covering the legal transfer as of the date hereof of each of (1) the ReRe Shares to ReRe and (2) the Hoak Shares to Hoak.   The parties understand and agree that all shares covered by Certificate 34ZQ shall be transferred to Purchasers and the balance of the Sold Shares shall come from Certificate ZQ31.  Substantially concurrently with the execution of this Agreement, (a) the Certificates and the Approved Stock Powers shall be released from escrow to Purchasers and (b) each of the Purchasers shall deliver to Seller by check or wire transfer the amount of one million two hundred and thirty thousand ($1,230,000) (or, in the aggregate, the Aggregate Sale Price).  The foregoing steps (a) and (b) shall constitute the closing (the “Closing”) of the Sale.  For purposes of this Agreement, “Approved Stock Powers” means stock powers pre-approved by both the Company and the Company’s transfer agent (the “Transfer Agent”) for purposes of legally transferring each of the ReRe Shares and the Hoak Shares to ReRe and Hoak, respectively, including any executed medallion or signature guarantee as required by the Transfer Agent or applicable rule or regulation.

b. In order to facilitate the Closing, Seller hereby agrees that Seller shall appoint Seller’s counsel, Daniel Courtney, as its attorney in fact with full power and authority to execute, on behalf of Seller, the Approved Stock Powers and such other documents as may be required to effect the transactions under this Agreement.

3. Preferred Certificate; Transfer Agent.

a. Prior to or on the date hereof, Seller shall deliver to Gardere, an agent of Purchaser or the Company, the original Preferred Stock Certificate C-1 reflecting 355,451 shares of Preferred Stock of the Company (the “Preferred Certificate”).

b. Seller agrees to promptly provide to the Transfer Agent and the Company such customary certificates, attestations or other information (including an instruction letter) that may be requested or required by the Transfer Agent and/or the Company in connection with the Sale to effect the prompt issuance to Purchasers of the Sold Shares in either, at Purchasers’ request to the Company, (1) book entry form or (2) record form pursuant to new clean (unlegended) stock certificates. Seller understands and agrees that the Sold Shares are transferred to Purchasers under the Registration Statement.  Seller and Purchasers acknowledge that Seller has satisfied prospectus delivery requirements in connection with the transactions hereunder.

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4. Seller Representations.  In connection with the  Sale, Seller represents to each of the Purchasers:

a. Seller is a corporation validly existing and in good standing under the laws of Bermuda.

b. Seller has the full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Seller has taken all requisite action necessary under applicable law and under its organizational and governing documents to authorize, the execution and delivery of this Agreement and the performance of its obligations hereunder. Except as expressly set forth in this Agreement, the execution, delivery and performance of this Agreement by Seller does not require the consent or approval of the Company or of any third party.

c. This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

d. The execution, delivery and performance of this Agreement does not violate or conflict with, or result in the creation of any claim, security interest, lien, charge, or encumbrance (collectively, “Encumbrances”) upon the Sold Shares pursuant to, (a) any constituent documents of Seller or the Company, (b) any law, order or judgment binding upon Seller or the Company or (c) any obligation or commitment of Seller or any affiliate thereof to the Company or any third party.

e. Seller is the sole legal and beneficial owner of the Sold Shares.  There are no statutory or contractual rights of first refusal or other similar restrictions with respect to the sale of the Sold Shares hereunder.  Effective upon the Closing hereunder, each of ReRe and Hoak shall acquire good title to the ReRe Shares and the Hoak Shares, respectively, free and clear of any Encumbrances.

5. Purchaser Representations. In connection with the Sale, each Purchaser represents to Seller the following:

a. Such Purchaser is a limited partnership validly existing and in good standing under the laws of its state of organization.

b. Such Purchaser has the full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Such Purchaser has taken all requisite action necessary under applicable law and under its organizational and governing documents to authorize, the execution and delivery of this Agreement and the performance of its obligations hereunder. The execution, delivery and performance of this Agreement by such Purchaser does not require the consent or approval of any third party.

c. This Agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable against Seller in accordance with its terms.

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d. Such Purchaser is purchasing Sold Shares hereunder for investment for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933 (the “Securities Act”).

6. Registration Rights. Seller acknowledges that the Seller has the right to assign registration rights under the Registration Rights Agreement dated December 13, 2010 between Seller and the Company (the “Seller Reg Rights Agreement”).  If any of the rights granted to Purchasers set forth in the Registration Rights Agreement dated May 2, 2014 (the “Purchaser Reg Rights Agreement”) are deemed unenforceable or are otherwise invalidated on any grounds or if Purchasers are unable for any reason to utilize demand or piggyback rights under the Purchaser Reg Rights Agreement to register the Sold Shares (if Purchasers determine that registration that is necessary or advisable), Seller agrees to assign to Purchasers, at Purchasers’ request, such rights of Seller under the Seller Reg Rights Agreement as Purchasers may determine.

7. Miscellaneous.

a. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law.

b. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

c. The parties agree to execute and deliver such further customary instruments that are advisable or necessary to effectuate the transactions contemplated by this Agreement.

d. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

e. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

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f. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

g. Except as expressly provided herein, no party may assign its rights or obligations under this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first written above.

SMALL ISLAND INVESTMENTS LTD.

By: /s/ David Dobbin                                   

Name: David Dobbin                                   

Title: Chairman                                            

REST REDUX LLC:

By: /s/ James Kropp                                    

Name: James Kropp                                    

Title: Manager, REIT Redux GP, LLC, on 

behalf of REIT Redux LP                             

HOAK PUBLIC EQUITIES, L.P.:

By: /s/ J. Hale Hoak                                       

Name: J. Hale Hoak                                       

Title: President                                               

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EX-99.2

Exhibit 99.2

In order to facilitate the transactions contemplated by that certain Purchase Agreement (the “Purchase Agreement”) as of October 8, 2014 by and between Small Island Investments Limited (“Small Island” or “Seller”), Rest Redux LLC (“ReRe”) and Hoak Public Equities, L.P. (“Hoak” and together with ReRe, the “Purchasers”), Good Times Restaurants Inc. (the “Company”) agrees to the matters set forth below. The Purchasers would not enter into the Purchase Agreement without such commitments from the Company.

Warrant Restriction Waiver

At the applicable holder’s request, the Company shall waive the exercise restrictions set forth in Section 1(vi) of any “A Warrant Certificate” held by Rest Redux LLC (“ReRe”), any investor in ReRe or Hoak Public Equities, L.P. (“Hoak” and together with ReRe, the “Purchasers”).   For avoidance of doubt, such waiver shall permit the requesting holder to exercise the applicable warrant without regard to any percentage beneficial ownership limitation set forth in Section 1(iv) of the A Warrant Certificate.

Prospectus Supplement

At either Purchaser’s request, the Company shall file, as part of any prospectus supplement and/or post effective amendment to the Company’s currently effective registration statement on Form S-1 (Registration No. 333-198581) (the “Registration Statement”) to be filed by the Company in order to keep the Registration Statement current, applicable changes to reflect that the shares of Company common stock acquired by the Purchasers from Seller pursuant to the Purchase Agreement (the “Sold Shares”) are owned by Purchasers and are included and eligible for resale by Purchasers thereunder.

GOOD TIMES RESTAURANTS INC.:

By: /s/ Boyd Hoback                                  

Name: Boyd E. Hoback                             

Title: President and CEO                          

REST REDUX LLC:

By: /s/ James Kropp                                   

Name: James Kropp                                   

Title: Manager, REIT Redux GP, LLC on  

behalf of REIT Redux LP

HOAK PUBLIC EQUITIES, L.P.:

By: /s/ J. Hale Hoak                                    

Name: J. Hale Hoak                                    

Title: President