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
500,000
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
500,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
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
500,000
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
500,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
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
500,000
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
500,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
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
580,000*
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
580,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,000
|
||
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
|
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
|
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
|
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
45,000*
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
45,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000
|
||
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
|
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
45,000*
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
45,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000
|
||
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
|
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
|
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
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on behalf of Rest Redux, LLC, a Texas member-managed limited liability company (“Redux”), REIT Redux, LP, a Delaware limited partnership (controlling member of Redux), REIT Redux GP, LLC, a Delaware limited liability company (REIT Redux, LP’s general partner), Robert Stetson (President of REIT Redux GP, LLC), the David Martin West Asset Trust, David West (trustee of the David Martin West Asset Trust), B.T. Interest Ltd., Lonnie B. Whatley III (manager of B.T. Interest), The Kropp 2010 Family Trust and James H. Kropp (trustee of The Kropp 2010 Family Trust).
|
|
(b)
|
The address of the principal business and the principal office of each of the Reporting Persons is as follows:
|
|
1.
|
Redux, REIT Redux, LP, REIT Redux GP, LLC, the Kropp Trust, and James H. Kropp:
|
|
2.
|
Robert Stetson:
|
|
3.
|
West Trust and David West:
|
|
4.
|
B.T. Interest and Lonnie B. Whatley III
|
|
(c)
|
Redux, REIT Redux, LP, REIT Redux GP, LLC, Robert Stetson, the Kropp Trust, and James H. Kropp are principally engaged in the business of acquiring, holding, managing, voting and disposing of various public and private investments. The West Trust and David West are principally engaged in real estate and investments. B.T. Interest and Lonnie B. Whatley III are principally engaged in real estate, oil and gas, and banking investments. Mr. Stetson also serves as Chief Executive Officer of USRP and as Chief Financial Officer of Sholand LLC. Mr. Kropp is the Chief Financial Officer of Microproperties LLC.
|
|
(d)
|
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
|
(f)
|
Robert Stetson, David West, Lonnie B. Whatley III, and James H. Kropp are all citizens of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of the Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
(a)
|
The aggregate percentage of shares of Common Stock reported to be owned by the Reporting Persons in based on 5,105,114 shares of Common Stock of the Issuer outstanding as of February 12, 2014, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended December 31, 2013.
|
|
(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) of this Schedule 13D, 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) of this Schedule 13D.
|
|
(c)
|
As described under Item 6, Redux purchased 500,000 shares of Common Stock at a price of $3.05 in a privately negotiated transaction on May 2, 2014. On May 9, 2014, each of Mr. Stetson, the West Trust, B.T. Interest and the Kropp Trust took an assignment from an affiliated entity (pro-rata to their respective interests in such entity) of warrants to purchase the following number of shares of Common Stock: 32,000, 20,000, 20,000 and 8,800 shares of Common Stock, respectively. The other transactions effected by the Reporting Persons in the Common Stock during the past 60 days are set forth on Schedule A. All such other transactions occurred pursuant to the exercise of warrants to purchase shares of Common Stock held by such Reporting Persons.
|
|
(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 Schedule 13D.
|
|
(e)
|
Inapplicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
|
Item 7.
|
Material to Be Filed as Exhibits.
|
99.1
|
Purchase Agreement dated May 2, 2014 between., Rest Redux LLC, Hoak Public Equities, L.P, Good Times Restaurants, Inc. and Small Island Investments, Ltd.
|
|
99.2
|
Registration Rights Agreement dated May 2, 2014 between Hoak Public Equities, L.P., Rest Redux LLC and Good Times Restaurants, Inc.
|
|
99.3
|
Agreement dated May 2, 2014 between Robert Stetson and Good Times Restaurants, Inc.
|
|
99.4
|
Joint Filing Agreement dated May 12, 2014 by and among Rest Redux, LLC, REIT Redux, LP, REIT Redux GP, LLC, Robert Stetson, the David Martin West Asset Trust, David West, B.T. Interest Ltd., Lonnie B. Whatley III, The Kropp 2010 Family Trust and James H. Kropp.
|
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
|
Date
|
Purchaser
|
Number of Shares Purchased
|
Price Per Share
|
May 6, 2014
|
Robert Stetson
|
16,000
|
$2.50
|
May 6, 2014
|
David Martin West Asset Trust
|
10,000
|
$2.50
|
May 6, 2014
|
B.T. Interest, Ltd.
|
10,000
|
$2.50
|
May 6, 2014
|
The Kropp 2010 Family Trust
|
4,000
|
$2.50
|
|
A.
|
Seller is the record owner of one million three hundred and eighty three thousand three hundred and thirty four (1,383,334) shares of common stock of the Company, par value $.001 (the “Common Stock”) represented by certificate number eleven (11) (the “Certificate”).
|
|
B.
|
Seller desires to sell to Purchasers, and Purchasers desire to purchase from Seller, an aggregate of one million (1,000,000) shares of Common Stock covered by the Certificate (such purchase and sale, the “Sale”).
|
|
C.
|
The Company believes the transactions contemplated by this Agreement are beneficial to the Company and its stockholders, including but not limited to for purposes of diversifying the Company’s stockholder base and introducing additional sophisticated institutional holders to the Company. Accordingly the Company desires to facilitate the transactions hereunder and is making certain commitments hereunder. The Purchasers would not enter into this Agreement without such commitments from the Company.
|
|
1.
|
Sale of Stock. Subject to the terms of this Agreement, (a) Seller hereby sells to ReRe, and ReRe hereby purchases from Seller, five hundred thousand (500,000) shares of Common Stock (the “ReRe Shares”) at a purchase price per share of three dollars and five cents ($3.05) (the “Per Share Price); and (b) Seller hereby sells to Hoak, and Hoak hereby purchases from Seller, five hundred thousand (500,000) 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 three million and fifty thousand dollars ($3,050,000), which equals one million Sold Shares multiplied by the Per Share Price.
|
|
2.
|
Simultaneous Closing; Payment. Prior to the date hereof, Seller has delivered to Gardere Wynne Sewell LLP (“Gardere”), counsel to Purchaser, to hold in escrow, Approved Stock Powers (as defined below) completed and duly executed by Seller 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. Substantially concurrently with the execution of this Agreement, (a) 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
|
|
3.
|
Stock Certificates and Registration; Other.
|
|
a.
|
Seller hereby marks the Certificate as “cancelled” and shall promptly, and no later than two (2) business days following execution of this Agreement, deliver the cancelled Certificate to the Company or Transfer Agent. Promptly following the execution of this Agreement, the Company agrees to cause the Transfer Agent to issue new stock certificates to each of (1) ReRe in the amount of the ReRe Shares, (2) Hoak in the amount of the Hoak Shares and (3) Seller, in the amount of 383,334 shares of Common Stock. The Company shall provide (or cause to be provided) to the Transfer Agent, at the Company’s expense, any opinion of counsel or other customary certificates, attestations or other information that may be requested or required by the Transfer Agent to properly record the Sale on the share registrar of the Company and deliver the relevant stock certificates to Purchasers and Seller. Seller similarly agrees to promptly provide to the Transfer Agent and the Company such customary certificates, attestations or other information that may be requested or required by the Transfer Agent in connection with the Sale for the foregoing purposes.
|
|
b.
|
The Company has delivered to Purchasers 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.
|
|
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.
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e.
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Seller is the sole legal and beneficial owner of the shares of the Common Stock subject to the Sale. 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.
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f.
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To Seller’s best knowledge, since December 31, 2013, there has not been a material adverse effect on the business or prospects of the Company.
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5.
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Purchaser Representations. In connection with the Sale, each Purchaser represents to Seller the following:
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a.
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Such Purchaser is a limited partnership validly existing and in good standing under the laws of its state of organization.
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b.
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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.
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c.
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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.
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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”).
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e.
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Such Purchaser understands that the Sold Shares purchased by such Purchaser are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Purchaser may be required to hold them indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.
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6.
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Registration Rights.
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a.
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Concurrently herewith, the Company is executing the registration rights agreement attached hereto as Exhibit A (the “Purchaser Reg Rights Agreement”) in favor of Purchasers.
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b.
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The parties hereto acknowledge that the Seller has the right to assign registration rights pursuant to the Registration Rights Agreement dated December 13, 2010 between Seller and the Company (the “Seller Reg Rights Agreement”) in connection with the Sale. If any of the rights granted to Purchaser set forth in the Purchaser Reg Rights Agreement are deemed unenforceable or are otherwise invalidated on any grounds, Seller agrees to assign its rights under the Seller Reg Rights Agreement to Purchasers. The Company acknowledges (i) Seller’s assignment rights under the Seller Reg Rights Agreement and (ii) in the event any assignment under the Seller Reg Rights Agreement to Purchasers is effected by Seller, Purchasers becoming direct parties to the Seller Reg Rights Agreement with the right to enforce (as “Investor” thereunder) the terms thereof (including demand rights and piggyback rights) against the Company in respect of shares of Common Stock purchased by Purchasers from Seller.
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7.
|
Acknowledgement. The parties hereto acknowledge the execution as of the date hereof by Robert Stetson and the Company of the standstill agreement set forth as Exhibit B to this Agreement (the “Standstill”), which Standstill constitutes the entire understanding of the parties with respect to the subject matter thereof (including any standstill obligations of Purchasers or any of their respective affiliates).
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8.
|
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.
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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.
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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.
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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
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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.
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g.
|
Except as expressly provided herein, no party may assign its rights or obligations under this Agreement.
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SMALL ISLAND INVESTMENTS LTD.
|
By: __________________________
|
Name: __________________________
|
Title: __________________________
|
REST REDUX LLC:
|
By: __________________________
|
Name: __________________________
|
Title: __________________________
|
HOAK PUBLIC EQUITIES, L.P.:
|
By: __________________________
|
Name: __________________________
|
Title: __________________________
|
FOR PURPOSES OF SECTIONS 3, 6 AND 7:
|
GOOD TIMES RESTAURANTS, INC. HOAK PUBLIC EQUITIES, L.P.:
|
By: __________________________
|
Name: __________________________
|
Title: __________________________
|
Registration Rights Agreement | Page 1 |
Registration Rights Agreement | Page 2 |
Registration Rights Agreement | Page 3 |
Registration Rights Agreement | Page 4 |
Registration Rights Agreement | Page 5 |
Registration Rights Agreement | Page 6 |
Registration Rights Agreement | Page 7 |
Registration Rights Agreement | Page 8 |
Registration Rights Agreement | Page 9 |
Registration Rights Agreement | Page 10 |
Registration Rights Agreement | Page 11 |
Registration Rights Agreement | Page 12 |
Registration Rights Agreement | Page 13 |
COMPANY:
|
GOOD TIMES RESTAURANTS INC.
|
By: _________________________
|
Name: Boyd E. Hoback
|
Title: President & CEO
|
INVESTOR:
|
HOAK PUBLIC EQUITIES, L.P.
|
By: Hoak Fund Management, L.P., its General Partner
|
By: Hoak & Co., its General Partner
|
By: _________________________
|
Name: J. Hale Hoak
|
Title: President
|
REST REDUX LLC
|
By: _________________________
|
Name:
|
Title:
|
Registration Rights Agreement | Signature Page |
|
•
|
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.
|
Exhibit A – Plan of Distribution | Page 1 |
Exhibit A – Plan of Distribution | Page 2 |
Exhibit A – Plan of Distribution | Page 3 |
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: _________________________________________________
__________________________________________________________________
|
|
(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:
|
|
Note:
|
By providing an email address, the undersigned hereby consents to receipt of notices by email.
|
Exhibit B – Selling Securityholder Questionnaire | Page 1 |
3.
|
Beneficial Ownership of Registrable Securities:
|
4.
|
Broker-Dealer Status:
|
|
(a)
|
Are you a broker-dealer?
|
|
(b)
|
Are you an affiliate of a broker-dealer?
|
|
(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?
|
Exhibit B – Selling Securityholder Questionnaire | Page 2 |
5.
|
Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.
|
6.
|
Relationships with the Company:
|
7.
|
Plan of Distribution:
|
Exhibit B – Selling Securityholder Questionnaire | Page 3 |
Exhibit B – Selling Securityholder Questionnaire | Page 4 |
Dated:
|
Beneficial Owner:
|
By:
|
Name:
|
Title:
|
Exhibit B – Selling Securityholder Questionnaire | Page 5 |
|
Dated:
|
May 7, 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
|