March 12, 1999
The ▇▇▇▇▇▇ Company, LLLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chief Financial Officer and Vice President
Gentlemen:
This letter will set forth the agreement between Good Times Restaurants
Inc. ("Good times") and The ▇▇▇▇▇▇ Company, LLLP with respect to the purchase
by The ▇▇▇▇▇▇ Company, LLLP and persons or entities controlling, controlled by
or under common control with it, all of which are tegether hereinafter
referred to as "▇▇▇▇▇▇", of shares of Good Times common stock (the "Stock").
1. On March 31, 1999, (the "First Closing") ▇▇▇▇▇▇ shall purchase from
Good Times 100,000 shares of Stock at a purchase price of $3.00 per share for
an aggregate purchase price of $300,000. On June 30, 1999, or upon such
earlier date as ▇▇▇▇▇▇ obtains a loan intended to be utilized in part for the
purchase of the Stock (the "Second Closing") ▇▇▇▇▇▇ shall purchase from Good
Times 250,000 shares of Stock at a purchase price of $3.00 per share for an
aggregate purchase price of $750,000. At each Closing, ▇▇▇▇▇▇ shall pay the
purchase price to Good Times in cash and Good Times shall issue a certificate
for the Stock to such entity or entities as designated by ▇▇▇▇▇▇.
Notwithstanding the foregoing, ▇▇▇▇▇▇ shall not be required to purchase the
Stock at the Second Closing if prior thereto there has ▇▇▇▇ a substantial
adverse change in the business, financial condition or future prospects of
Good Times involving, for example, a disease caused by Good Times' food
products, commencement of a bankruptcy proceeding or comparable catastrophic
occurrence.
2. At the Second Closing, Good Times shall issue to ▇▇▇▇▇▇ a warrant
entitling ▇▇▇▇▇▇ to purchase at any time or times on or before March 31, 2004,
up to 25,000 shares of common stock of Good Times at a purchase price of $4.00
per share (the "Warrant"). Notwithstanding the foregoing, (I) the Warrant
shall terminate prior to March 31, 2004, upon any acquisition of substantially
all of the assets or capital stock of Good Times (an "Acquisition"); (ii)
▇▇▇▇▇▇ shall receive thirty days prior written notice of an Acquisition; and
(iii) ▇▇▇▇▇▇ shall have the right to exercise the Warrant prior to the closing
of an Acquisition. Upon each exercise of the Warrant, ▇▇▇▇▇▇ shall pay the
Warrant exercise price to Good Times in cash and Good Times shall issue a
certificate for the purchased common stock of Good Times to such entity or
entities as diesngnated by ▇▇▇▇▇▇. The Warrant shall contain reclassification
of the common stock of Good Times or as a result of a divident paid in common
stock of Good Times. The Warrant shall contain such other terms and
conditions as are customary and as are approved by ▇▇▇▇▇▇, with such approval
not to be unreasonably withheld.