THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I)
SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT" ),
OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER
APPLICABLE STATE SECURITIES LAWS.
SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL
BE VOID AFTER 5:00 P.M. MOUNTAIN TIME ON THE THIRD ANNIVERSARY OF
THE CLOSING DATE (THE "EXPIRATION DATE" ).
No. 101
GOOD TIMES RESTAURANTS INC.
WARRANT TO PURCHASE SHARES OF
COMMON STOCK, PAR VALUE $0.01 PER SHARE
For VALUE RECEIVED, Golden Bridge LLC, a Colorado limited liability
company ( "Warrantholder" ), is entitled to purchase,
subject to the provisions of this Warrant, from GOOD TIMES
RESTAURANTS INC., a Nevada corporation (the "Company" ),
from and after the date hereof (the "Initial Exercise Date"
) and at any time not later than 5:00 P.M., Mountain time, on the
Expiration Date, at an exercise price per share equal to $1.15 (the
"Warrant Price" ), 92,500 shares ( "Warrant Shares" )
of the Company's Common Stock, par value $0.01 per share (
"Common Stock" ). The number of Warrant Shares
purchasable upon exercise of this Warrant and the Warrant Price
shall be subject to adjustment from time to time as described
herein.
Section 1.
Transfers . As provided herein, this Warrant may be
transferred only pursuant to a registration statement filed under
the Securities Act of 1933, as amended (the "Securities Act"
), or an exemption from such registration. Subject to such
restrictions, the Company shall transfer this Warrant from time to
time upon the books to be maintained by the Company for that
purpose, upon surrender hereof for transfer, properly endorsed or
accompanied by appropriate instructions for transfer and such other
documents as may be reasonably required by the Company, including,
if required by the Company, an opinion of its counsel to the effect
that such transfer is exempt from the registration requirements of
the Securities Act, and a new Warrant shall be issued to the
transferee and the surrendered Warrant shall be canceled by the
Company.
Section 2. Exercise of
Warrant . Subject to the provisions hereof, the
Warrantholder may exercise this Warrant, in whole or in part, at
any time and from time to time prior to its expiration upon
surrender of the Warrant, together with delivery of a duly executed
Warrant exercise form, in the form attached hereto as Appendix
A (the "Exercise Agreement" ) and payment by certified
check or wire transfer of funds of the aggregate Warrant Price for
that number of Warrant Shares then being purchased, to the
Company. The Warrant Shares so purchased shall be deemed to
be issued to the Warrantholder as the record owner of such shares,
as of the close of business on the date on which this Warrant shall
have been surrendered for exercise, the Warrant Price shall have
been paid and the completed Exercise Agreement shall have been
delivered. Certificates for the Warrant Shares so purchased
shall be delivered to the Warrantholder within a reasonable time
after this Warrant shall have been so exercised. The
certificates so delivered shall be in such denominations as may be
requested by the Warrantholder and shall be registered in the name
of the Warrantholder. If this Warrant shall have been
exercised only in part, then, unless this Warrant has expired, the
Company shall, at the time of delivery of such certificates deliver
to the Warrantholder a new Warrant representing the right to
purchase the number of shares with respect to which this Warrant
shall not then have been exercised.
Section 3. Compliance
with the Securities Act of 1933 . Except as provided in the
Purchase Agreement, the Company may cause the legend set forth on
the first page of this Warrant to be set forth on each Warrant, and
a similar legend on any security issued or issuable upon exercise
of this Warrant, unless counsel for the Company is of the opinion
as to any such security that such legend is unnecessary.
Section 4. Reservation
of Common Stock . The Company hereby represents and
warrants that there have been reserved, and the Company shall at
all applicable times keep reserved until issued out of the
authorized and unissued shares of Common Stock sufficient shares to
provide for the exercise of the rights of purchase represented by
this Warrant. The Company agrees that all Warrant Shares
issued upon due exercise of the Warrant shall be, at the time of
delivery of the certificates for such Warrant Shares, duly
authorized, validly issued, fully paid, and non-assessable shares
of Common Stock of the Company.
Section 5.
Adjustments . Subject and pursuant to the provisions
of this Section 5, the Warrant Price and number of Warrant Shares
subject to this Warrant shall be subject to adjustment from time to
time as set forth hereinafter.
(a) If the Company shall,
at any time or from time to time while this Warrant is outstanding,
pay a dividend or make a distribution on its Common Stock in shares
of Common Stock, subdivide its outstanding shares of Common Stock
into a greater number of shares or combine its outstanding shares
of Common Stock into a smaller number of shares, or issue by
reclassification of its outstanding shares of Common Stock any
shares of its capital stock (including any such reclassification in
connection with a consolidation or merger in which the Company is
the continuing corporation), then (i) the Warrant Price in effect
immediately prior to the date on which such change shall become
effective shall be adjusted by multiplying such Warrant Price by a
fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such change and the
denominator of which shall be the number of shares of Common Stock
outstanding immediately after giving effect to such change, and
(ii) the number of Warrant Shares purchasable upon exercise of this
Warrant shall be adjusted by multiplying the number of Warrant
Shares purchasable upon exercise of this Warrant immediately prior
to the date on which such change shall become effective by a
fraction, the numerator of which shall be the Warrant Price in
effect immediately prior to the date on which such change shall
become effective and the denominator of which shall be the Warrant
Price in effect immediately after giving effect to such change,
calculated in accordance with clause (i) above. Such
adjustments shall be made successively whenever any event listed
above shall occur.
(b) If any capital
reorganization, reclassification of the capital stock of the
Company, consolidation or merger of the Company with another
corporation in which the Company is not the survivor, or sale,
transfer, or other disposition of all or substantially all of the
Company's assets to another corporation shall be effected, then, as
a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer, or other disposition, lawful
and adequate provision shall be made whereby each Warrantholder
shall thereafter have the right to
