EXHIBIT A REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2010 • Good Times Restaurants Inc • Retail-eating places • Nevada
This Registration Rights Agreement (the "Agreement") is made and entered into as of this 13 day of December, 2010, by and between Good Times Restaurants Inc., a Nevada corporation (the "Company"), and Small Island Investments Limited, a Bermuda corporation (the "Investor").
AMENDED AND RESTATED TERM NOTETerm Note • December 17th, 2010 • Good Times Restaurants Inc • Retail-eating places • Colorado
FOR VALUE RECEIVED, each of the undersigned GOOD TIMES RESTAURANTS INC. and GOOD TIMES DRIVE THRU INC. (together, "Borrower") jointly and severally promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at Denver, Colorado, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Six Hundred Eighty-Nine Thousand Six Hundred Seventy-One Dollars ($689,671.00), with interest thereon as set forth herein.
CONSENT AND AGREEMENTConsent and Agreement • December 17th, 2010 • Good Times Restaurants Inc • Retail-eating places
This Consent and Agreement (the "Agreement"), dated December 13, 2010, is entered into by and among W Capital, Inc. and John T. McDonald (together, "Lender"), Good Times Restaurants Inc., a Nevada corporation ("Good Times"), and Good Times Drive Thru Inc., a Colorado corporation ("GTDT"), in connection with that certain Securities Purchase Agreement dated October 29, 2010 (the "Purchase Agreement") between Good Times and Small Island Investments Limited, a Bermuda corporation (the "Investor"), pursuant to which Good Times has agreed to sell and issue to the Investor in consideration of $2,100,000 an aggregate of 4,200,000 shares of its common stock (the "Shares") upon satisfaction of certain closing conditions set forth therein. Reference is made herein to that certain Loan Agreement dated effective as of February 1, 2010, as amended effective as of April 1, 2010 (the "Loan Agreement"), among Lender, Good Times and GTDT, and the Secured Promissory Note dated April 1, 2010 issued to Len
CONSENT AND WAIVERConsent and Waiver • December 17th, 2010 • Good Times Restaurants Inc • Retail-eating places
This Consent and Waiver is given by the undersigned stockholders (collectively, the "Series B Investors") to Good Times Restaurants Inc., a Nevada corporation ("Good Times"), in connection with that certain Securities Purchase Agreement dated October 29, 2010 (the "SII Agreement") between Good Times and Small Island Investments Limited, a Bermuda corporation ("SII"), pursuant to which Good Times has agreed to issue and sell to SII in consideration of $2,100,000 an aggregate of 4,200,000 shares of its common stock (the "Shares") upon satisfaction of certain closing conditions set forth therein. Reference is made herein to the Stock Purchase Agreements (together, the "Series B Purchase Agreements") between Good Times and each of the Series B Investors.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 17th, 2010 • Good Times Restaurants Inc • Retail-eating places • Colorado
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered into as of December 13, 2010, by and among GOOD TIMES RESTAURANTS INC., a Nevada corporation ("GTR"), and GOOD TIMES DRIVE THRU INC., a Colorado corporation ("GTDT" and, together, with GTR, "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
