0001214659-15-003316 Sample Contracts

GOOD TIMES RESTAURANTS INC.
Pro Forma Financial Information • April 28th, 2015 • Good Times Restaurants Inc • Retail-eating places

On April 24, 2015 we entered into a Membership Interest Purchase Agreement to purchase from five sellers all of the membership interests in Bad Daddy’s International, LLC.

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FORM OF PLEDGE AGREEMENT
Form of Pledge Agreement • April 28th, 2015 • Good Times Restaurants Inc • Retail-eating places • North Carolina

THIS PLEDGE AGREEMENT (the “Agreement”) is effective as of _________, 2015, and entered into between BAD DADDY’S INTERNATIONAL, LLC, a North Carolina limited liability company (“Pledgor”) and a wholly-owned subsidiary of GOOD TIMES RESTAURANTS, INC., a Nevada corporation (“Parent”), and JOSEPH F. SCIBELLI (“Agent”). Agent has been appointed by Sellers to act on their behalf and for their benefit with respect to this Agreement and their rights in and to the Collateral hereunder. This Agreement is given (i) in connection with that certain Promissory Note of even date herewith executed by Parent (the “Note”) and payable to Sellers and (ii) pursuant to the terms and conditions of that certain Membership Interest Purchase Agreement, dated as of April 24, 2015, by and among Parent, Sellers and the other parties thereto (the “Purchase Agreement”). Each capitalized term used but not defined herein shall have the same meaning given to such term in the Purchase Agreement.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 28th, 2015 • Good Times Restaurants Inc • Retail-eating places • Delaware

This Transition Services Agreement (this “Agreement”) dated this 24th day of April, 2015 (the “Effective Date”) is entered into among Good Times Restaurants, Inc., a Nevada corporation (“Buyer”), and FS Food Group, LLC, a North Carolina limited liability company (“Company”). Each of Buyer and Company are sometimes hereinafter referred to as a “Party” and collectively as the “Parties.”

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among GOOD TIMES RESTAURANTS, INC., BUYER FS-BDI HOLDINGS, LLC THOMPSON FAMILY ASSOCIATES, LLC, KEEPER INVESTMENTS, LLC, JAMES C. VERNEY AND FENNER RESTAURANT GROUP, LLC, COLLECTIVELY, SELLERS, and DENNIS...
Membership Interest Purchase Agreement • April 28th, 2015 • Good Times Restaurants Inc • Retail-eating places • Delaware

This Membership Interest Purchase Agreement (this “Agreement”), dated this 24th day of April, 2015 is entered into among Good Times Restaurants, Inc., a Nevada corporation (“Buyer”), FS-BDI Holdings, LLC, a North Carolina limited liability company (“FS-BDI”), Thompson Family Associates, LLC, an Alaska limited liability company (“TFA”), Keeper Investments, LLC, a North Carolina limited liability company (“Keeper”), James C. Verney, an individual resident of the State of North Carolina (“Verney”), and Fenner Restaurant Group, LLC, a North Carolina limited liability company (“FRG”; together with FS-BDI, TFA, Keeper and Verney, collectively, “Sellers”), and Dennis L. Thompson (“Thompson”), Joseph F. Scibelli (“Scibelli”) and Eric D. Fenner (“Fenner”), each an individual resident of the State of North Carolina (collectively, the “Individual Guarantors”).

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