13D Filing: Delta Partners and Good Times Restaurants Inc. (GTIM)

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(d)-(e) During the last
five years, no Reporting Person has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in it being
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.

(f) Delta Partners,
LP, Prism Partners, L.P. and REIT Redux LP are Delaware limited partnerships. Delta Growth Master Fund L.P. is a Cayman
Islands limited partnership. Delta Partners GP, LLC, Delta Advisors, LLC, and REIT Redux GP, LLC are Delaware limited
liability companies. Leanlien, L.L.C. is a Texas limited liability company. Prism Offshore Fund, Ltd. is a Cayman Islands
company. David Martin West Asset Trust and The Kropp 2010 Family Trusts are trusts formed under the laws of Texas. Charles
Jobson, Robert Stetson, David West and James H. Kropp are each a citizen of the United States.

 

Item 3. Source and Amount
of Funds or Other Consideration.

 

Item 3
of the Schedule 13D is amended and restated in their entirety as follows:

2,271,226 shares
of Common Stock were purchased for the accounts of Prism Partners LP, Prism Offshore Fund, Ltd. and Delta Growth Master
Fund L.P. for aggregate consideration of $7,687,252.21. The source of funds used to acquire the Common Stock was the working capital
of Prism Partners LP, Prism Offshore Fund, Ltd. and Delta Growth Master Fund L.P.

REIT Redux LP received an aggregate
of 440,000 shares of Common Stock as distributions from its affiliate, Rest Redux, LLC, which shares represent a portion of an
aggregate of 800,000 shares Common Stock initially purchased by Rest Redux, LLC in a privately negotiated transactions for an aggregate
purchase price of $2,755,000.00. REIT Redux GP, LLC does not own shares of Common Stock directly but may be deemed to beneficially
own the shares held directly by REIT Redux LP.

All shares of Common Stock held directly
by Robert Stetson (97,186 as of the reporting date) were acquired through either the purchase of Common Stock from the Issuer in
a 2013 capital raise by the Issuer, through the exercise of warrants acquired as warrant coverage in connection therewith or in
the open market. The total amount of funds used by Mr. Stetson was approximately $229,620. All shares of Common Stock held directly
by Leanlien, L.L.C. were acquired in the open market and the total of funds used by Leanlien, L.L.C. was approximately $49,800.
David Martin West Asset Trust and The Kropp 2010 Family Trust acquired shares of Common Stock through either the purchase of Common
Stock from the Issuer in a 2013 capital raise by the Issuer or through the exercise of warrants acquired as warrant coverage in
connection therewith using aggregate funds of $13,600 (David Martin West Asset Trust) and $22,000 (The Kropp 2010 Family Trust).
All shares of the foregoing shares of Common Stock were paid for using the working capital or personal or family investment capital
of such Reporting Persons. Robert Stetson may also be deemed to beneficially own the shares of Common Stock held directly by REIT
Redux LP and Leanlien, L.L.C. Neither David West nor James H. Kropp (who may be deemed to beneficially own the shares held by David
Martin West Asset Trust and The Kropp 2010 Family Trust, respectively) holds shares of Common Stock directly.

Mr. Stetson also holds stock options
and restricted shares granted to him as a director of the Issuer.

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