EXHIBIT 10.1
FIRST AMENDMENT TO SERIES A CONVERTIBLE
PREFERRED STOCK PURCHASE AGREEMENT
The First Amendment to Series A Convertible Preferred Stock Purchase
Agreement (this "Amendment") dated this ____ day of September, 1996, effective
as of May 31, 1996, is by and between Good Times Restaurants Inc. (the
"Company") and The Xxxxxx Company ("Purchaser").
RECITALS
A. The Company and Purchaser entered into that certain Series A
Convertible Preferred Stock Purchase Agreement dated May 31, 1996 (the
"Agreement"), by which Purchaser agreed to purchase 1,000,000 shares of the
Company's Series A Convertible Preferred Stock (the "Preferred Shares"), and the
Company agreed to issue the Preferred Shares to Purchaser, on the terms and
conditions contained in the Agreement.
B. The Company and Purchaser desire to modify and amend certain terms
of the Agreement and certain Exhibits thereto.
AMENDMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Purchaser agree
that the Agreement, and certain Exhibits thereto, are hereby amended as follows:
1. Capitalized terms used herein, and not otherwise defined, shall have
the meanings ascribed to such terms in the Agreement. References to Sections and
paragraphs shall refer to Sections and paragraphs of the Agreement, unless the
context requires otherwise.
2. The first sentence of Section 2.04, Authorized Capital Stock, is
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hereby deleted in its entirety and replaced with the following language: "If the
shareholders of the Company approve the transactions contemplated hereby, as of
the First Installment Date the authorized capital stock of the Company shall
consist of (i) 5,000,000 shares of preferred stock, $.01 par value per share, of
which 1,000,000 shares shall be designated as Series A Convertible Preferred
Stock, and (ii) 50,000,000 shares of Common Stock.
3. The first sentence of Article IV, paragraph (a)(iv) is hereby
deleted in its entirety and replaced with the following language: "The
authorized capital stock of the Company consists of (i) 5,000,000 shares of
preferred stock, of which only 1,000,000 shares are designated as Series A
Convertible Preferred Stock, and (ii) 50,000,000 shares of Common Stock."
4. The second sentence of Article IV, paragraph (i) is hereby deleted
in its entirety and replaced with the following language:
The Articles shall have been duly amended, if necessary, to provide
that all directors of the Company shall be indemnified against, and
absolved of, liability to the Company and its stockholders to the
maximum extent permitted under the laws of the State of Nevada.
5. The following language shall be added to the Agreement as Section
6.22:
"Authorized Common Stock. For so long as Purchaser and its
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affiliates, in the aggregate, beneficially own two-thirds of the
Preferred Shares (including the Common Stock into which such
Preferred Shares are convertible), the number of shares of
authorized Common Stock of the Company may not be increased or
decreased by the Company without the approval of Purchaser."
6. The following language shall be added to the Agreement as Section
6.23:
"Additional Series of Preferred Stock. Notwithstanding anything in
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the Articles to the contrary, for as long as Purchaser and its
affiliates, in the aggregate, beneficially own two-thirds of the
Preferred Shares (including the Common Stock into which such
Preferred Shares are convertible), the Company shall not issue any
series of preferred stock in addition to the Series A Convertible
Preferred Stock without the approval of Purchaser."
7. Section A.1. to Exhibit B to the Agreement, which is entitled
Series A Convertible Preferred Stock Terms, (referred to in this Amendment as
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"Terms") is hereby deleted in its entirety and replaced with the following
language: "1. Number of Shares. The series of Preferred Stock designated and
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known as "Series A Convertible Preferred Stock" shall consist of 1,000,000
shares."
8. Section 5.b. of the Terms is hereby amended to replace the term
"Certificate of Incorporation" with the Term "Articles of Incorporation."
9. The table in Section 6.a. of the Terms is hereby deleted in its
entirety and replaced with the following table:
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Maximum
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Conversion Period Number of Shares Conversion Price
----------------- ---------------- ----------------
October 1, 1997 - 500,000 $0.46875
October 31, 1997
November 1, 1997 - 500,000* $0.56875
December 31, 1997
January 1, 1998 - 250,000 $0.46875
January 31, 1998 500,000* $0.56875
February 1, 1998 - 750,000* $0.56875
March 31, 1998
April 1, 1998 - 250,000 $0.46875
April 30, 1998 750,000* $0.56875
May 1, 1998 -
April 30, 1999 1,000,000* $0.56875
May 1, 1999, and thereafter 1,000,000* the greater of (i) the Dividend
Conversion Rate at the time
of such conversion, and (ii)
$0.46875
* To the extent not previously converted.
10. Except as expressly set forth in this First Amendment, the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
effective as of the day and year first above written.
GOOD TIMES RESTAURANTS INC.
By:/s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: President, CEO
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THE XXXXXX COMPANY,
a Colorado limited partnership
By: The Erie County Investment Co.,
as to General Partner
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
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