GOOD TIMES RESTAURANTS INC. 2,420,705 SHARES COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2015 • Good Times Restaurants Inc • Retail-eating places • New York
Good Times Restaurants Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 2,420,705 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Janney Montgomery Scott LLC (“Janney”) and Stephens Inc. (“Stephens” and, collectively with Janney, the “Representatives”) are serving as representatives. The 2,420,705 shares of Common Stock to be sold to the Underwriters by the Company on the Closing Date (as defined below) are referred to herein as the “Firm Shares.” The respective amounts of the Firm Shares to be purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Firm Shares shall be offered to the public at a public offering price of $8.15 per Firm Share (the “Offering Price”).
PLEDGE AGREEMENTPledge Agreement • May 7th, 2015 • Good Times Restaurants Inc • Retail-eating places • North Carolina
THIS PLEDGE AGREEMENT (the “Agreement”) is effective as of May 7, 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.
