EXHIBIT 10.5
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is made and entered into
as of the 1st day of March 1998, by and between THE ERIE COUNTY INVESTMENT CO.
(the "Company") and ____________________, an employee of the Company
("Employee").
WHEREAS, the Board of Directors of the Company has adopted an incentive
plan for employees of the Company and its affiliates whereby eligible employees
may purchase from the Company shares of common stock of Good Times Restaurant,
Inc. ("Good times"), par value $.001 per share (the "Common Stock").
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agrees as follows:
1. Purchase of Shares. On and subject to the terms and conditions of
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this Agreement, Employee shall purchase from the Company and the Company shall
sell to Employee ______ shares of Common Stock (the "Shares"). As consideration
for the Shares, Employee shall deliver to the Company a duly executed promissory
note (the "Note") in the form attached hereto as Exhibit A. The Note shall be
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secured by (i) a duly executed stock pledge agreement (the "Security Agreement")
in the form attached hereto as Exhibit B, pledging the Shares as security for
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payment under the Note, and (ii) a duly executed collateral assignment of
certificate (the "Collateral Assignment") in the form attached hereto as Exhibit
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C (the Note, the Security Agreement and the Collateral Assignment, are
-
collectively referred to herein as the "Loan Documents").
Upon execution of this Agreement, (i) the Company shall deliver to Employee
any and all stock certificates representing the Shares, accompanied by an
executed Assignment in the form attached hereto as Exhibit D (the "Assignment");
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and (ii) the Company and Employee shall execute a notice to Good Times (the
"Notice") in the form attached hereto as Exhibit E, notifying Good Times that
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the Company is transferring the Shares to Employee and that, pursuant to Section
4 below, the Company shall retain the voting rights associated with the Shares
until the Employee satisfies all of the obligations under the Loan Documents,
which Notice shall be delivered by the Company to Good Times within 5 days after
the execution of this Agreement.
2. Investment Purpose; Assumption of Risk. Employee agrees that the
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Shares acquired pursuant to this Agreement shall be acquired for his or her own
account for investment purposes only and not with a view to any distribution or
public offering thereof within the meaning of the Securities Act of 1933, as
amended, or other applicable securities laws. Employee acknowledges and
represents that he or she (i) is able to bear the economic risk of the purchase
described herein, (ii) is able to hold the Shares for an indefinite period of
time, (iii) can afford a complete loss of such investment and (iv) has available
other personal liquid assets to
ensure that the investment will not cause any undue financial difficulties or
effect Employee's ability to provide for such Employee's current needs and
possible personal financial contingencies.
3. Restriction on Transfer. Until such time as all of Employee's
-----------------------
obligations under the Loan Documents have been fully satisfied and discharged,
Employee shall not sell, assign, transfer, pledge, convey, exchange,
hypothecate, borrow against, permit a security interest to attach to, or
otherwise dispose of or encumber, directly or indirectly, voluntarily or
involuntarily, to a related or unrelated party any of the Shares (a "Prohibited
Transfer"). Any such Prohibited Transfer shall be void and of no force and
effect. Notwithstanding anything to the contrary in this Section 3, Employee
may sell the Shares, and the Company shall cooperate with Employee to facilitate
such a sale, in a transaction whereby the proceeds from the sale are directly
applied to fully satisfy the amounts outstanding under the Note.
4. Voting Rights. As provided for in the Security Agreement, the Company
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shall retain all voting rights associated with the Shares until such time as all
Employee's obligations under the Loan Documents are fully satisfied and
discharged.
5. No Right to Continued Employment. Nothing contained in this Agreement
--------------------------------
shall confer upon Employee any right with respect to the continuation of his or
her employment by the Company, be construed as a contract or guarantee of
employment, or interfere in any way with the right of the Company, at any time,
to terminate such employment or to increase or decrease the compensation or
benefits of Employee. The Company reserves the right to terminate the
employment of Employee at any time, for any reason, with or without cause or
notice.
6. Limitation of Liability; Indemnification. The Company has the sole
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and absolute discretion to make all decisions with respect to its business. The
Company shall not be liable to Employee for any acts or omissions or for any
errors of judgment, including, but not limited to acts or omissions that affect
the value of the Shares. Employee shall not bring any type of claim or action
against the Company relating to this Agreement. Employee shall indemnify and
hold the Company harmless from any costs incurred by the Company in any claim or
action brought by Employee and from any and all costs incurred by the Company in
any claim or action brought by a creditor of Employee.
7. Arbitration. All disputes arising under this Agreement shall be
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submitted to binding arbitration in the County of Jefferson, Colorado, in
accordance with the rules and procedures of the American Arbitration
Association. The costs of the arbitration, including any enforcement thereof,
and the fees and costs of counsel shall be borne as apportioned by the
arbitrators taking into account the merits of the positions of the parties to
the arbitration. The award of the arbitrators shall be final and binding and no
party may appeal any award. An award shall be enforceable in any court of
competent jurisdiction in the United States. If any party proposes to take any
action that would irrevocably injure the other party, such other party may
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seek, from an appropriate court, an injunction or restraining order to prevent
such action pending resolution by arbitration.
8. Address for Notices. The parties hereto designate as the respective
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addresses for the receipt of any notice under this Agreement the addresses set
forth below their signatures on this Agreement.
9. Entire Agreement. This Agreement constitutes the entire understanding
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between Employee and the Company, and supersedes all other agreements, whether
written or oral, with respect to the purchase by Employee of the Shares.
10. Recommendation of Legal Counsel. Employee acknowledges that the
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Company has advised Employee that this Agreement has important legal and
financial consequences and that Employee should consult with legal and financial
counsel before signing this Agreement and the Loan Documents and that Employee
has had an opportunity to obtain such legal and financial counsel prior to the
date hereof.
The parties have executed this Agreement as of the date first written
above.
THE ERIE COUNTY INVESTMENT CO.: EMPLOYEE:
By:______________________________ By:_________________________________
Name (print):____________________ Name (print):_______________________
Title:___________________________ Social Security Number:_____________
ADDRESS: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ADDRESS:____________________________
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ____________________________
____________________________
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THE ERIE COUNTY INVESTMENT CO.
STOCK PURCHASE AGREEMENT
EXHIBIT A
4
PROMISSORY NOTE
$_________ March 1, 1998
FOR VALUE RECEIVED, ___________________ ("Maker"), promises to pay to THE
ERIE COUNTY INVESTMENT CO., an Ohio corporation ("Payee"), on the earlier to
occur of (i) the tenth anniversary of the date hereof, and (ii) the date on
which Maker sells or otherwise transfers any interest for value in, the Shares
(as defined herein) (the "Maturity Date"), the principal sum of
______________________________ AND __/100 DOLLARS ($__________) (the "Principal
Sum"), together with simple interest on the outstanding unpaid balance of the
Principal Sum, which shall accrue annually at the lowest applicable federal rate
(the "Lowest Applicable Rate"), as adjusted from time to time by the U.S.
Treasury Department, on the basis of a 365-day year and the actual number of
days elapsed. If any amount due and payable hereunder is not paid in a timely
manner, such amount shall bear interest at 18% per annum rather than the Lowest
Applicable Rate and shall be payable on demand.
Notwithstanding the forgoing, Payee may, in its sole and absolute
discretion, on each anniversary of the date hereof or such other date as Payee
may determine, waive any interest due to Payee from Maker on this Promissory
Note; provided that Maker shall, for federal and state income tax purposes,
report any and all interest waived pursuant to this paragraph as additional
compensation income paid by Payee to Maker. Maker hereby acknowledges and
accepts that Payee's decision to charge or waive interest due to Payee on this
Promissory Note is discretionary and is separate and independent from Payee's
decision to charge or waive interest due to Payee on any other promissory note
issued to Payee by Maker or by any other party, and Maker hereby waives any
claim with respect to any charge or waiver that may be perceived to be
discriminatory.
If not sooner paid, all unpaid amounts of the Principal Sum, together with
all then unpaid interest thereon, shall be immediately due and payable on the
Maturity Date. All payments of principal and interest shall be made at Payee's
offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. All payments received
hereunder shall be applied first to accrued interest and then to the outstanding
Principal Sum.
This Promissory Note is secured by the shares of common stock, par value
$____ per share, of Good Times Restaurants, Inc. (the "Shares") transferred to
Maker pursuant to that certain Stock Purchase Agreement, dated of even date
herewith, by and between Maker and Payee. Concurrent with the execution of this
Promissory Note, Maker shall execute, in a form acceptable to Payee, (i) a Stock
Pledge Agreement and (ii) a Collateral Assignment of Certificate. Maker shall
have no voting rights with respect to the Shares until Maker's obligations under
this Promissory Note have been discharged in full.
Time is of the essence hereof. In the event of any default in any payment
of the Principal Sum or interest due hereunder, Payee may exercise any and all
of the rights and remedies it may
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have pursuant to this Promissory Note, the Stock Pledge Agreement, and under
applicable law. If Payee has to take any action to collect the amount due or to
exercise its rights hereunder, including, without limitation, retaining
attorneys for the collection of this Promissory Note, or if any suit or
proceeding is brought for the recovery of all or any part of, or for protection
of, the indebtedness or to otherwise enforce Payee's rights hereunder, then
Maker shall pay to Payee on demand all costs and expenses incurred by Payee in
connection therewith, and any appeal of any such suit or proceeding, including
but not limited to, the reasonable and customary fees and disbursements of
Payee's attorneys and their staff.
All rights, powers and remedies herein conferred are cumulative, and not
exclusive of any and all other rights and remedies herein conferred, or any and
all rights, powers and remedies existing at law or in equity.
No waiver of any payment or other right under this Promissory Note shall
operate as a waiver of any other payment or right. No delay or failure of Payee
to exercise any right or remedy provided for hereunder shall be deemed a waiver
of such right by Payee hereof, and no exercise of any right or remedy shall be
deemed a waiver of any other right or remedy that Payee may have.
Maker waives presentment, notice of dishonor, notice of acceleration and
protest and consents to any extension of time with respect to any payment due
under this Promissory Note.
This Promissory Note may be prepaid, either in whole or in part, at any
time without premium or penalty.
If any provision in this Promissory Note shall be held invalid, illegal or
unenforceable in any jurisdiction, the validity, legality or enforceability of
any defective provision shall not be in any way affected or impaired in any
other jurisdiction nor shall such invalid, illegal or unenforceable provision
affect or impair the validity or enforceability of any other provision.
All notices to Maker given hereunder shall be in writing, shall be given
either by hand delivery, by certified mail, return receipt requested, or by
overnight express mail, and if mailed, shall be deemed received three business
days after having been deposited in the United States mail, postage prepaid, or
one business day after having been sent by overnight express mail, addressed as
follows:
______________
______________
______________
______________
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At the option of Payee, an action may be brought to enforce this Promissory
Note in the District Court in and for the County of Jefferson, State of
Colorado, in the United States District Court for the District of Denver or in
any other court in which venue and jurisdiction are proper.
Payee may assign or otherwise transfer or convey this Promissory Note
without the prior written consent of the Maker. This Promissory Note shall be
binding on Maker and its successors and permitted assigns and shall inure to the
benefit of Payee and its successors and permitted assigns. This Promissory Note
and any obligations hereunder may not be assigned by Maker.
This Promissory Note may be amended only by a written instrument signed by
Maker and Payee.
This Promissory Note is to be governed by and construed according to the
laws of the State of Colorado.
MAKER:
______________________________________
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THE ERIE COUNTY INVESTMENT CO.
STOCK PURCHASE AGREEMENT
EXHIBIT B
8
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (the "Agreement") is made and entered into as
of the 1st day of March, 1998, by and between ___________________ (the
"Pledgor"), and THE ERIE COUNTY INVESTMENT CO., an Ohio corporation (the
"Pledgee").
WHEREAS, pursuant to that certain Stock Purchase Agreement, dated of even
date herewith, by and between Pledgor and Pledgee (the "Stock Purchase
Agreement"), Pledgor purchased ____ shares of common stock, par value $.001 per
share, of Good Times Restaurants, Inc. (the "Shares");
WHEREAS, as evidenced by that certain Promissory Note of even date herewith
executed and delivered by Pledgor to Pledgee (the "Promissory Note"), Pledgee
loaned to Pledgor the total sum of ______________________ Dollars ($________);
and
WHEREAS, as an inducement for Pledgee to extend credit to Pledgor, Pledgor
has agreed to execute this Agreement and, pursuant hereto, pledge all of the
Shares as security for the full and prompt payment and performance of all
present and future indebtedness, liabilities and obligations of Pledgor under
the Promissory Note, together with any and all costs and expenses, including
reasonable attorneys' fees and expenses, incurred by Pledgee in connection with
enforcing this Agreement and the Promissory Note (all of such indebtedness,
liabilities, obligations, costs and expenses being hereinafter referred to
collectively as the "Indebtedness").
NOW, THEREFORE, in consideration of the Indebtedness and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
1. The Shares. The Shares are represented by the stock certificates
----------
numbered _____, _____ and _____, which stock certificate(s) are delivered to
Pledgee with this Agreement.
2. Pledge.
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(a) As security for the full and prompt payment and performance of the
Indebtedness, Pledgor pledges to Pledgee, pursuant to that certain Collateral
Assignment of Certificate, dated of even date herewith, the Shares and grants
Pledgee a lien on and a security interest in the Shares pursuant to the terms
and conditions hereof and under the Colorado Uniform Commercial Code.
(b) If Pledgor shall become entitled to receive or shall receive, in
connection with any of the Shares, any:
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(i) stock certificate, including, but without limitation, any
certificate representing a stock dividend or in connection with any
increase or reduction of capital, reclassification, merger, consolidation,
sale of assets, combination of shares, stock split, spin-off, split-off or
such similar corporate reorganization,
(ii) option, warrant or right, whether as an addition to or in
substitution or exchange for any of the Shares, or otherwise, or
(iii) dividend or distribution payable in cash or in property,
including securities issued by an issuer other than the issuer of any of
the Shares,
then Pledgor shall accept the same as Pledgee's agent, in trust for Pledgee, and
shall deliver them forthwith to Pledgee in the exact form received with, as
applicable, Pledgor's endorsement when necessary, or appropriate stock powers
duly executed in blank, to be held by Pledgee, subject to the terms hereof, as
part of the Shares and as security for the Indebtedness.
3. Default.
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(a) For purposes of this Agreement, an "Event of Default" shall be
deemed to have occurred if:
(i) Pledgor fails to pay when due any amount payable under the
Promissory Note;
(ii) Pledgor makes or attempts to make an assignment for the
benefit of creditors or admits in writing its inability to pay its debts
generally as they become due; or an order, judgment or decree is entered
adjudicating Pledgor bankrupt or insolvent; or any order for relief with respect
to Pledgor is entered under the Federal Bankruptcy Code; or Pledgor petitions or
applies to any tribunal for the appointment of a custodian, trustee or receiver
of Pledgor, or commences any proceeding relating to Pledgor under any insolvency
or readjustment of debt; or any such petition or application is filed, or any
such proceeding is commenced, against Pledgor and either (A) Pledgor, by any
act, indicates his or her approval thereof, consent thereto or acquiescence
therein or (B) such petition, application or proceeding is not dismissed within
60 days;
(iii) a judgment in excess of $100,000 is rendered against
Pledgor and, (x) within 60 days after entry thereof, such judgment is not
discharged or execution thereof stayed pending appeal, or within 60 days after
the expiration of any such stay, such judgment is not discharged, and (y)
Pledgee, in its sole and absolute discretion, deems the foregoing events to be
an Event of Default; or
(iv) Pledgor violates any provision of this Agreement, the
Promissory Note, or the Stock Purchase Agreement.
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(b) Upon the occurrence of an Event of Default, Pledgee shall have
such rights and remedies with respect to the Shares or any part thereof as are
provided by the Colorado Uniform Commercial Code and such other rights and
remedies with respect to the Shares that Pledgee may have at law or in equity,
under this Agreement, under the Promissory Note and under the Stock Purchase
Agreement, including, without limitation, and in addition to any other rights
and remedies provided elsewhere in this Agreement, the right to:
(i) transfer into Pledgee's name or into the name of Pledgee's
nominee or nominees, all or any portion of the Shares and thereafter (A)
receive all monies paid on or with respect to the Shares, (B) give all
consents, rights, power, privileges and preferences pertaining to the
Shares, (C) exercise any voting or consensual powers, or both, pertaining
to the Shares attributable to such stock or any part thereof, and (D)
otherwise act with respect to the Shares as though Pledgee were the
outright owner thereof, or
(ii) without demand of payment or performance or any other
demand or notice of any kind to or upon Pledgor or any other person (all of
which are, to the extent permitted by law, hereby expressly waived),
realize upon the Shares, or any part thereof, and otherwise sell or dispose
of and deliver the Shares or any part thereof or interest therein, at any
exchange, broker's board or any of Pledgee's offices or elsewhere, at such
prices and on such terms (including, without limitation, a requirement that
any purchaser of all or any part of the Shares purchase the Shares for
investment and without any intention to make a distribution or resale
thereof) as it may deem best, for cash or on credit, with the right to
Pledgee or any purchaser to purchase upon any such sale the whole or any
part of the Shares free of any right of redemption in Pledgor, which right
is hereby expressly waived and released.
(c) The proceeds of any such disposition or other action by Pledgee
shall be applied as follows:
(i) first, to the costs and expenses incurred by Pledgee in
connection therewith or incidental thereto or to the care or safekeeping of
any of the Shares or in any way relating to the rights of the Pledgee
hereunder, including, but not limited to, any reasonable attorneys' fees
and legal expenses;
(ii) second, to the satisfaction of the Indebtedness;
(iii) third, to the payment of any other amounts required by
applicable law; and
(iv) fourth, to Pledgor or any other person or persons legally
entitled thereto to the extent of any surplus proceeds.
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(d) To effectuate the provisions of this Agreement, Pledgor hereby
irrevocably appoints and constitutes Pledgee as its true and lawful attorney
with full power of substitution to complete and fill in any blank endorsements
and resignations, to file the same and to take such further action as Pledgee
may deem necessary to exercise all of its right, title and interest in the
Shares, whether or not such resignation or transfer is affected. The power of
attorney appointment made in this paragraph, being coupled with an interest,
shall be deemed irrevocable until full and complete payment and performance of
the Indebtedness.
4. Representations and Warranties. Pledgor represents and warrants that
------------------------------
upon delivery of the Shares to Pledgee this Agreement shall create a valid first
lien upon, and a perfected security interest in, the Shares and the proceeds
thereof, subject to no prior security interest, lien, charge, encumbrance or
agreement purporting to grant to any third party a security interest in the
Shares.
5. Covenants.
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(a) Pledgor covenants and agrees that it will, at its own expense,
defend Pledgee's right, title and interest in and to the Shares against the
claims of any person, firm, association, corporation, partnership, limited
liability company or any other entity, incorporated or otherwise.
(b) Pledgor covenants and agrees that, until the full and complete
satisfaction of the Indebtedness, Pledgor will not, without Pledgee's prior
written consent:
(i) Sell, assign, transfer, hypothecate, convey or otherwise
dispose of any of the Shares or any interest therein; or
(ii) Create, incur or permit to exist any pledge, mortgage,
lien, charge, encumbrance or any security interest whatsoever in or with
respect to any of the Shares or the proceeds thereof, other than that
created hereby.
6. Voting Rights. Pledgor agrees that during the period that Pledgee
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holds and possesses the Shares pursuant to this Agreement, Pledgee shall have
the right to vote the Shares on all matters on which such Shares are entitled to
vote.
7. Cooperative Actions. Pledgor shall promptly execute and deliver to
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Pledgee any and all documents and notices, whether written or otherwise, with
respect to the Shares, and do such further acts and things as Pledgee may
reasonably request to effect the purposes of this Agreement, including, without
limitation, promptly delivering to Pledgee any and all proxy statements received
by Pledgor with respect to the Shares.
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8. Delivery of Shares. Upon full and complete payment and performance of
------------------
the Indebtedness, Pledgee shall deliver the Shares to Pledgor, together with
duly executed documents of conveyance, and this Agreement shall terminate.
9. Miscellaneous.
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(a) Beyond the exercise of reasonable care to assure the safe custody
of the Shares while held hereunder, Pledgee shall have no duty or liability to
preserve rights pertaining thereto and shall be relieved of all responsibility
for the Shares upon surrendering them or tendering surrender of them to Pledgor.
(b) No course of dealing between Pledgor and Pledgee, nor any failure
to exercise, nor any delay in exercising, any right, power or privilege of
Pledgee hereunder or under the Promissory Note or any other agreement relating
thereto shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or thereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.
(c) The rights and remedies provided herein and in the Promissory
Note and in all other agreements, instruments and documents delivered pursuant
to or in connection with the Indebtedness are cumulative, and are in addition to
and not exclusive of any rights or remedies provided by law, including, but
without limitation, the rights and remedies of a secured party under the
Colorado Uniform Commercial Code. This Agreement shall remain valid and
enforceable notwithstanding (i) any release of any other collateral or security
for or any person or entity liable on the Indebtedness, (ii) any waiver of any
of the rights and remedies of Pledgee against Pledgor or any other person, (iii)
the amendment, impairment or invalidity of the Promissory Note, or any other
agreement or instrument securing or otherwise pertaining to the Indebtedness, or
any part thereof, or (iv) any extension, increase, decrease or other
modification of the Indebtedness.
(d) The provisions of this Agreement are severable, and if any clause
or provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect only such
clause or provision or part thereof in such jurisdiction and shall not in any
manner affect such clause or provision in any other jurisdiction or any other
clause or provision in this Agreement in any jurisdiction.
(e) Any notice required or permitted to be given under this Agreement
shall be in writing and deemed given and received when (i) delivered in person,
(ii) deposited with a carrier for delivery on the next business day, or (iii)
sent by facsimile transmission to the party to receive such notice at the
following address or facsimile number or at such other address or facsimile
number as such party shall designate in writing to the other parties in
accordance with this paragraph:
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If to Pledgor: ___________________
___________________
___________________
If to Pledgee: The Erie County Investment Co.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
(f) Pledgee may assign or otherwise transfer or convey this Agreement
without the prior written consent of Pledgor. This Agreement shall be binding on
Pledgor and its successors and permitted assigns and shall inure to the benefit
of Pledgee and its successors and assigns. This Agreement and any obligations
hereunder may not be assigned by Pledgor. This Agreement may only be amended by
a writing duly executed by the parties hereto.
(g) This Agreement shall be governed by and construed in accordance
with the law of the State of Colorado.
(h) The section headings in this Agreement are for convenience of
reference only, and shall not be used to interpret or construe this Agreement.
IN WITNESS WHEREOF, and intending to be legally bound, the parties have
executed this Agreement on the date first above written.
PLEDGOR:
___________________________________
PLEDGEE:
THE ERIE COUNTY INVESTMENT CO.
By:________________________________
Name:______________________________
Title:_____________________________
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THE ERIE COUNTY INVESTMENT CO.
STOCK PURCHASE AGREEMENT
EXHIBIT C
15
COLLATERAL ASSIGNMENT OF CERTIFICATE
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, ___________________ ("Assignor") does, subject to the
terms and conditions of that certain Stock Pledge Agreement, dated as of the
date hereof, by and between Assignor and Assignee (as hereinafter defined),
hereby assign, transfer and set over unto THE ERIE COUNTY INVESTMENT CO., an
Ohio corporation (the "Assignee"), all of Assignor's right, title and interest
in and to _____ shares of the common stock, par value $____ per share, of Good
Times Restaurants, Inc., a ________ corporation, represented by certificate(s)
numbered _____, which certificates in original form are attached hereto.
IN WITNESS WHEREOF, this Assignment has been executed and delivered as of
the 1st day of March, 1998.
ASSIGNOR:
_____________________________________________
Name (print): _______________________________
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THE ERIE COUNTY INVESTMENT CO.
STOCK PURCHASE AGREEMENT
EXHIBIT D
17
ASSIGNMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, THE ERIE COUNTY INVESTMENT CO., an Ohio corporation ("Assignor"),
does hereby assign, transfer and set over unto ____________ ("Assignee"), all of
Assignor's right, title and interest in and to _____ shares of the common stock
of Good Times Restaurants, Inc. (the "Shares"). The Shares are represented by
certificate(s) numbered ______________, which certificates in original form are
attached hereto.
IN WITNESS WHEREOF, this Assignment has been executed and delivered as of
this 1st day of March, 1998.
ASSIGNOR: THE ERIE COUNTY INVESTMENT CO.
By: ___________________________________
Title: __________________________________
18
THE ERIE COUNTY INVESTMENT CO.
STOCK PURCHASE AGREEMENT
EXHIBIT E
19
THE ERIE COUNTY INVESTMENT CO.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
[DATE]
Good Times Restaurants, Inc.
____________________________
____________________________
____________________________
RE: VOTING RIGHTS ASSOCIATED WITH SHARES OF GOOD TIMES OWNED BY ERIE
Dear ___________:
The Erie County Investment Co. ("Erie") owns ____ shares of Good Times
Restaurants, Inc. ("Good Times") common stock, par value $.001 per share (the
"Common Stock"). This letter is to advise you that, pursuant to a stock purchase
plan (the "Plan") adopted by Erie for the benefit of its employees, Erie sold a
total of ___ shares of Common Stock to certain employees of Erie (or one of its
affiliates), as described in more detail on the attached Schedule. Until
employee satisfies all of the payment and other obligations set forth in the
Plan and in the applicable Stock Purchase Agreement and related documents, Erie
will retain the voting rights associated with the shares of Common Stock sold.
Please contact the undersigned if you have any questions regarding the
foregoing.
Very truly yours,
THE ERIE COUNTY INVESTMENT CO.
By:__________________________
Title:_______________________
EMPLOYEE
_____________________________
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SCHEDULE
Name Number of Shares
---- ----------------
21
