Exhibit 4.1
THIS WARRANT AND THE SHARES OF COMMON STOCK
PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE "BLUE SKY" LAWS
OF ANY STATE AND MAY NOT BE SOLD OR OFFERED
FOR SALE UNLESS REGISTERED UNDER
SUCH ACT AND ANY APPLICABLE "BLUE SKY" LAWS
OR UNLESS AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
STOCK PURCHASE WARRANT
TO PURCHASE COMMON STOCK
Expires January 15, 2008
Warrant No.______
THIS CERTIFIES that, for value received, _____________________,
("Holder"), or its registered assigns,
(each a Holder) is entitled to purchase
from Noble Roman's, Inc. (the "Company"), a
corporation organized and existing
under the laws of the State of Indiana, at
the purchase price of $1.25 per share
(the "Warrant Purchase Price") at any time
after the date hereof, to and
including (but not thereafter) January 15,
2008, ____________________ (______)
fully paid and non-assessable shares of the
Company's no par value Common Stock,
subject, however, to the provisions and
upon the terms and conditions
hereinafter set forth.
1. The rights represented by this Warrant may be exercised by
the
registered holder hereof, in whole or in
part (but not as to a fractional share
of no par value Common Stock) by the
surrender of this Warrant (properly
endorsed if required) at the office of any
duly appointed transfer agent for the
Company's no par value Common Stock or at
the office of the Company, (or such
other place as the Company may designate in
writing) and payment to it for the
account of the Company, by instrument
representing immediately available funds,
of the Warrant Purchase Price for such
shares. The Company agrees that the
shares so purchased shall be and shall be
deemed to be issued to the registered
holder hereof as the record owner of such
shares as of the close of business on
the date on which this Warrant shall have
been surrendered and payment made for
such shares as aforesaid. Certificates for
the shares of stock so purchased
shall be delivered to the registered holder
hereof within a reasonable time, not
exceeding ten (10) days, after the rights
represented by this Warrant shall have
been so exercised, and, unless this Warrant
has expired, a new Warrant
representing the number of shares, if any,
with respect to which this Warrant
shall not then have been exercised shall
also be delivered to the registered
holder hereof within such time.
2. The Company covenants and agrees that all shares which may be
issued
upon the exercise of the rights represented
by this Warrant will, upon issuance,
be validly issued, fully paid and
non-assessable and free from all taxes, liens
and charges with respect to the issue
thereof.
3. The Company covenants and agrees that, during the period
within
which the rights represented by this
Warrant may be exercised, the Company will
at all times have authorized and reserved a
sufficient number of shares of no
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par value Common Stock to provide for the
exercise in full of the rights
represented by this Warrant .
4. The above
provisions are, however, subject to the following:
(a) In the event
that the Company shall, at any time prior to the
expiration date of this Warrant and prior
to the exercise thereof: (i) pay to
the holders of no par value Common Stock a
dividend payable in any kind of
shares of stock of the Company; or (ii)
change or divide or otherwise reclassify
the outstanding shares of no par value
Common Stock into the same or a different
number of shares with or without par value,
or into shares of any class or
classes; or (iii) consolidate with or merge
into, or transfer all or
substantially all of its assets to another
corporation; or (iv) make any
distribution of its assets upon or with
respect to the no par value Common Stock
as a liquidating or partial liquidating
dividend or by way of return of capital,
other than as a dividend payable out of
funds legally available therefore; then,
upon the subsequent exercise of this
Warrant, the registered holder thereof
shall receive for the Warrant Purchase
Price, in addition to or in substitution
for the shares of no par value of Common
Stock to which such holder would
otherwise b
