HEATHCOTE CAPITAL LLC
HEATHCOTE CAPITAL LLC
0000X Xxxxx Xxxxxx, #000
Xxx Xxxxxxxx, XX 00000
914-813-8547
March 25, 2013
Xx. Xxxx X. Xxxxxx
President & CEO
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
RE:
Agreement dated April 6, 2012, as amended November 5, 2012, between Heathcote Capital LLC (“Heathcote”) and Good Times Restaurants Inc. (the “Company) (the “Agreement”),
Dear Xx. Xxxxxx:
The parties to the Agreement hereby agree to further amend the Agreement as follows:
a)
Heathcote shall waive the additional retainer payments due December 1, 2012 and January 1, 2013 and confirms that no additional payments are due under the Agreement unless a qualified transaction is completed.
b)
Heathcote will continue to provide financial advisory services to the Company on a non-exclusive basis and as determined by the Company. Heathcote shall not be due any fees in any transaction involving the Maxim Group, unless it is an M&A transaction sourced and introduced by Heathcote. Heathcote shall not be due any fees relating to a financing transaction.
c)
If the Company completes a transaction with Bad Daddy’s Burger Bar, Heathcote shall be entitled to a Transaction Fee of $70,000 (inclusive of Retainer Fees of $50,000 previously paid) and no other fees.
d)
Heathcote shall provide the Company with a list of parties for which it has rendered material services to date, and for which Heathcote shall be entitled to a Transaction Fee and/or Financing Fee if a Transaction is consummated between such parties and the Company, as defined in the Engagement Agreement between Heathcote and the Company.
If this letter agreement accurately sets forth the understanding between us, please sign the enclosed copy of this letter agreement below and return it to Heathcote, at which time this letter agreement will become a mutually binding obligation.
Very truly yours,
HEATHCOTE CAPITAL LLC
By: /s/ Xxxx X. Xxxxxx
Its: President
Agreed to as of the above date:
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President, CEO
