EXHIBIT 4.3
FORM OF LETTER AGREEMENT WITH SELLING SHAREHOLDERS
December 13, 2006
Name
Address
City/State/Zip
Re:
Registration Of Restricted Stock Underlying Warrants Issued By
Noble Roman's, Inc.
Dear ______:
According to our records, you hold shares of common stock (the
"Underlying Shares") of Noble Roman's, Inc. (the "Company"),
purchased upon the
exercise of warrants issued by the Company. Various holders of the
Underlying
Shares have requested that the Company register the resale of such
Underlying
Shares. In the absence of such registration, the transfer of the
Underlying
Shares is restricted under applicable securities laws. In order to
induce the
Company to register your Underlying Shares, you must confirm the
following:
1. Representation. The information set forth below, including
your address and the number of shares of the Company you
beneficially
own before the exercise of any Warrants, is correct and
complete.
2. Indemnification. You will indemnify and hold harmless the
Company, its directors, and officers and each person, if any,
who
controls the Company within the meaning of Section 15 of the
Securities
Act of 1933, as amended (collectively "Indemnified Persons"),
against
any losses, claims, damages, or liabilities, joint or several, to
which
the Company may become subject ("Liabilities"), insofar as such
Liabilities (or actions in respect thereof) arise out of or are
based
upon any untrue statement or alleged untrue statement of any
material
fact contained in any Registration Statement, the Prospectus, or
any
amendment o
