Blueprint





 







EXHIBIT 4.3


 



THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.


 



NOBLE ROMAN’S, INC.


 



REDEEMABLE COMMON STOCK PURCHASE CLASS A WARRANT


 



_______________,
2016


 


THIS
COMMON STOCK PURCHASE CLASS A WARRANT (this “Warrant”) of Noble
Roman’s, Inc., a corporation duly organized and validly
existing under the laws of Indiana (the “Company”), is issued to
the Holder (as defined below). This Warrant is part of a series of
Class A Warrants (the "Class A Warrants"), all with
the same terms and conditions as those set forth herein, which may
be issued by the Company exercisable for up to an aggregate
1,600,000 shares of Common Stock, as defined below, subject to
adjustment pursuant to the anti dilution provisions herein. It is
being issued as part of a unit purchased by the Holder, as defined
below, from the Company pursuant to which the Holder is also
purchasing a subordinated convertible note (the “Note”) from the
Company.


 


FOR
VALUE RECEIVED, the Company hereby certifies that the registered
holder hereof ___________,
with an address at ____________ (the “Holder”), and the
Holder’s successors and assigns, is entitled to purchase from
the Company _________ duly authorized,
validly issued, fully paid and nonassessable common shares of the
Company, no par value (the “Common Stock”), at a
purchase price equal to $1.00 per share, as may be adjusted
pursuant to the anti-dilution provisions set forth herein (the
“Warrant
Price”). The Person, as defined in Section 3.2 below, in whose
name this Warrant (or one or more predecessor Warrants) is
registered on the records of the Company regarding registration and
transfers of the Class A Warrants (the “Warrant Register”) is the
owner and holder thereof for all purposes, except as described in
Section 13
hereof.


 



1.            

Vesting of Warrant. This
Warrant shall vest and become exercisable as of the date that the
Company shall have effected the Share Authorizarion defined in
Section 3.7
below.






 



2.            

Expiration of Warrant. This
Warrant shall expire on _________, 2019 unless further
extended pursuant the terms of Section 3,7 below (the
“Expiration
Date”).






 



3.            

Exercise of Warrant. This
Warrant shall be exercisable pursuant to the terms of Section 1 and this Section 3 hereof.








 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                             
F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 2


 







3.1           

Manner of
Exercise.






(a)
This Warrant may only be exercised by the Holder hereof, in
accordance with the terms and conditions hereof, in whole or in
part with respect to any portion of this Warrant, into shares of
Common Stock (the “Warrant Shares”), during
normal business hours on any day other than a Saturday or a Sunday
or a day on which commercial banking institutions in New York, New
York are authorized by law to be closed (a “Business Day”) on or
prior to the Expiration Date with respect to such portion of this
Warrant, by surrender of this Warrant to the Company at its office
maintained pursuant to Section 13.2(a) hereof,
accompanied by an exercise notice (the “Exercise Notice”) in
substantially the form attached to this Warrant as Exhibit A (or a reasonable
facsimile thereof) duly executed by the Holder, together with the
payment of the Warrant Price.


 


(b)
Cashless Exercise. If at any time commencing one hundred and eighty
(180) days after the issuance date of this Warrant, there is no
effective Registration Statement registering, or no current
prospectus available for the resale of all of the Warrant Shares
that may be acquired pursuant to this Warrant by the Holder, then
this Warrant may also be exercised at the Holder’s election,
in whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a
number of Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:


 


(A) =
the closing price of the Company’s Common Stock on the
Business Day immediately preceding the date on which Holder elects
to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Exercise
Notice;


 


(B) =
the Exercise Price of this Warrant, as adjusted hereunder;
and


 


(X) =
the number of Warrant Shares that would be issuable upon exercise
of this Warrant in accordance with the terms of this Warrant if
such exercise were by means of a cash exercise rather than a
cashless exercise.


 


Notwithstanding
anything herein to the contrary, on the Expiration Date, unless the
Holder notifies the Company otherwise, if there is no effective
Registration Statement registering, or no current prospectus
available for, the resale of the Warrant Shares by the Holder, then
this Warrant shall be automatically exercised via cashless exercise
pursuant to this Section 3.1(b).


 

3.2           
When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of
business on the Business Day on which this Warrant shall have been
surrendered to the Company as provided in Section 3.1 hereof, and, at
such time, the corporation, association, partnership, organization,
business, individual, government or political subdivision thereof
or a governmental agency (a “Person” or the
“Persons”) in whose name
or names any certificate or certificates for shares of Common Stock
shall be issuable upon exercise as provided in Section 3.3 hereof shall be
deemed to have become the holder or holders of record
thereof.




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 3


 






 


3.3           Delivery
of Certificates Upon Exercise. Certificates for shares purchased
hereunder shall be transmitted by the Company’s transfer
agent (the “Transfer
Agent”) to the Holder by (A) crediting the account of
the Holder’s prime broker with the Depository Trust Company
through its Deposit Withdrawal Agent Commission
(“DWAC”)
system if the Company is then a participant in such system and
there is either (1) an effective Registration Statement, as defined
in Section 6 below,
permitting the issuance of the Warrant Shares to or resale of the
Warrant Shares by the Holder or (2) the Warrant Shares are eligible
for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144 under the Act or (B) if the
Company is not then a participant in the DWAC system and there is
not an effective Registration Statement as aforesaid, by physical
delivery of the certificates, bearing the restrictive legends
required by Section
12.1 hereof if the Underlying Shares are otherwise not
publicly tradable or without such restrictive legends if the
Underlying Shares are otherwise publicly tradable pursuant to Rule
144 under the Act, to the address specified by the Holder in the
Exercise Notice by the date that is three (3) Business Days after
the latest of (i) the delivery to the Company of the Exercise
Notice, (ii) surrender of this Warrant and (iii) payment of the
aggregate Exercise Price as set forth above (such date, the
“Warrant Share
Delivery Date”).  


 


3.4           Rescission
Rights.  If the Warrant is exercised pursuant to 3.3 (A)
above, the Company fails to cause the Transfer Agent to transmit
the Warrant Shares to the Holder via the DWAC system by the Warrant
Share Delivery Date, then the Holder will have the right to rescind
such exercise, which will terminate on the earlier of the actual
delivery of the Warrant Shares or three (3) Business Days after the
Warrant Share Delivery Date.


 


3.5           Partial
Exercise. In case exercise is in part only, a new Warrant of like
tenor, dated the date hereof and calling in the aggregate on the
face thereof for the number of Warrant Shares equal to the number
of Warrant Shares called for on the face of this Warrant minus the
number of Warrant Shares designated by the Holder upon exercise as
provided in Section
3.1 hereof (without giving effect to any adjustment
thereof).


 

3.6           
Company to Reaffirm Obligations. The Company will, at the time of
each exercise of this Warrant, upon the written request of the
Holder hereof, acknowledge in writing its continuing obligation to
afford to the Holder all rights (including without limitation any
rights to registration of the Warrant Shares issued upon exercise)
to which the Holder shall continue to be entitled after exercise in
accordance with the terms of this Warrant; provided, however, that if the Holder
shall fail to make a request, the failure shall not affect the
continuing obligation of the Company to afford the rights to such
Holder.


 


 




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 4


 





3.7           
Agreement to Increase
Authorization to Issue Common Stock. As of the date hereof
the Company is authorized to issue up to 25,000,000 shares of
Common Stock and there are 20,783,032 shares of Common Stock
currently issued and outstanding. Total additional shares needed
for: currently exercisable outstanding stock options, the
conversion of the Notes and the exercise of the Class A Warrants
are 6,675,091 shares. Accordingly, the Company will not have a
sufficient number of authorized shares to satisfy the above
requirement. The Company covenants that, within 150 days after the
date hereof it will take whatever action may be required, including
obtaining stockholder approval to amend the Company’s
Certificate of Incorporation to increase the number of shares that
the Company is authorized to issue so it can satisfy this issuance
requirement (the “Share Authorization”). The Company
agrees that in the event that it fails to effect the Share
Authorization within 150 days after the date hereof it will extend
the Expiration Date for each day that it fails to obtain the Share
Authorization after the termination of the aforesaid 150 day
period.


 



4.            

Warrant
Adjustments.






 


The
Warrant Price and the number of shares purchasable upon exercise of
this Warrant shall be subject to adjustment with respect to events
after the date hereof as follows:


 


(a)           Adjustment
for Change in Capital Stock. Except as provided in Paragraph 4 (l) below, if the
Company shall (i) declare a dividend on its outstanding Common
Stock in shares of its capital stock, (ii) subdivide its
outstanding Common Stock, (iii) combine its outstanding Common
Stock into a smaller number of shares, or (iv) issue any shares of
its capital stock by reclassification of its Common Stock
(including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing
corporation), then in each such case the Warrant Price in effect
immediately prior to such action shall be adjusted so that if this
Warrant is thereafter exercised, the Holder may receive the number
and kind of shares which the Holder would have owned immediately
following such action if the Holder had exercised this Warrant
immediately prior to such action. Such adjustment shall be made
successively whenever such an event shall occur. The adjustment
shall become effective immediately after the record date in the
case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or
reclassification. If after an adjustment the Holder upon exercise
of this Warrant may receive shares of two or more classes of
capital stock of the Company, the Company's Board of Directors, in
good faith, shall determine the allocation of the adjusted Warrant
Price between the classes of capital stock. After such allocation,
the Warrant Price of each class of capital stock shall thereafter
be subject to adjustment on terms comparable to those applicable to
Common Stock in this Section 4.


 


 




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 5


 






(b)           Subsequent
Rights Offerings.  In addition to any adjustments pursuant to
Section 4(a) above, if at any time the Company grants, issues or
sells any rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of shares of
Common Stock (the “Purchase Rights”), then the Holder
will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant
(without regard to any limitations on exercise hereof,) immediately
before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock
are to be determined for the grant, issue or sale of such Purchase
Rights.


 

(c)           
Adjustment Upon Issuance of Shares of Common Stock. If and whenever
on or after the date hereof, the Company issues or sells, or in
accordance with this section is deemed to have issued or sold, any
shares of Common Stock (including the issuance or sale of shares of
Common Stock owned or held by or for the account of the Company,
but excluding any Exempt Issuance issued or sold or deemed to have
been issued or sold) for a consideration per share (the
“New Issuance
Price”) less than a price equal to the Warrant Price
in effect immediately prior to such issue or sale or deemed
issuance or sale (such Conversion Rate then in effect is referred
to as the “Applicable Price”) (the
foregoing a “Dilutive Issuance”), then
immediately after such Dilutive Issuance, the Warrant Price then in
effect shall be reduced to the New Issuance Price. For all purposes
of the foregoing (including, without limitation, determining the
adjusted Warrant Price and consideration per share under this
section), the following shall be applicable:


 

i.           
Issuance of Common Stock Equivalents. If the Company in any manner
issues or sells any securities of the Company or any subsidiary
which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred
stock, right, option, warrant or other instrument that is at any
time convertible into or exercisable or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock
(collectively, “Common Stock
Equivalents”) (other than Common Stock Equivalents
that qualify as Exempt Issuances) and the lowest price per share
for which one share of Common Stock is issuable upon the
conversion, exercise or exchange thereof is less than the
Applicable Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company
at the time of the issuance or sale of such Common Stock
Equivalents for such price per share. For the purposes of this
section, the “lowest price per share for which one share of
Common Stock is issuable upon the conversion, exercise or exchange
thereof” shall be equal to (1) the lower of (x) the sum of
the lowest amounts of consideration (if any) received or receivable
by the Company with respect to one share of Common Stock upon the
issuance or sale of the Common Stock Equivalent and upon
conversion, exercise or exchange of such Common Stock Equivalent
and (y) the lowest conversion price set forth in such Common Stock
Equivalent for which one share of Common Stock is issuable upon
conversion, exercise or exchange thereof minus (2) the sum of all
amounts paid or payable to the holder of such Common Stock
Equivalent (or any other person) upon the issuance or sale of such
Common Stock Equivalent plus the value of any other consideration
received or receivable by, or benefit conferred on, the holder of
such Common Stock Equivalent (or any other Person). Except as
contemplated below, no further adjustment of the Warrant Price
shall be made upon the actual issuance of such shares of Common
Stock upon conversion, exercise or exchange of such Common Stock
Equivalents.




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 6


 






 

ii.           
Change in Price or Rate of Conversion. If the purchase or exercise
price provided for in any options, the additional consideration, if
any, payable upon the issue, conversion, exercise or exchange of
any Common Stock Equivalents, or the rate at which any Common Stock
Equivalents are convertible into or exercisable or exchangeable for
shares of Common Stock increases or decreases at any time, the
Warrant Price in effect at the time of such increase or decrease
shall be adjusted to the Warrant Price which would have been in
effect at such time had such options or Common Stock Equivalents
provided for such increased or decreased purchase price, additional
consideration or increased or decreased conversion rate, as the
case may be, at the time initially granted, issued or sold. For
purposes of this section, if the terms of any Common Stock
Equivalent that was outstanding as of the date of issuance of this
Warrant are increased or decreased in the manner described in the
immediately preceding sentence, then such Common Stock Equivalent
and the shares of Common Stock deemed issuable upon exercise,
conversion or exchange thereof shall be deemed to have been issued
as of the date of such increase or decrease. No adjustment pursuant
to this section shall be made if such adjustment would result in an
increase of the Warrant Price then in effect.


 

iii.           
“Exempt
Issuance” means the issuance of (a) shares of Common
Stock and options to officers, employees, or directors of the
Company issued pursuant to plans that have been approved by a
majority of the board of directors of the Company, (b) securities
upon the exercise or exchange of or conversion of any securities
issued in the Offering and/or other securities exercisable or
exchangeable for or convertible into shares of Common Stock issued
and outstanding on the date immediately prior to the initial
closing of this Offering, provided that such securities and any
term thereof have not been amended since such date to increase the
number of such securities or to decrease the issue price, exercise
price, exchange price or conversion price of such securities, (c)
full or partial consideration in connection with a strategic
merger, acquisition, consolidation or purchase of substantially all
of the securities or assets of a corporation or other entity which
holders of such securities or debt are not at any time granted any
registration rights but shall not include a transaction in which
the Company is issuing securities primarily for the purpose of
raising capital or to an entity whose primary business is investing
in securities, and (d) securities in connection with strategic
license agreements and other partnering arrangements so long as
such issuances are not primarily for the purpose of raising capital
and which holders of such securities or debt are not at any time
granted registration rights.


 

(d)           
Number of Shares. Upon each adjustment of the Warrant Price as a
result of the calculations made in Paragraphs 4 (a) and (b) above, this Warrant shall
thereafter evidence the right to purchase, at the adjusted Warrant
Price, that number of shares (calculated to the nearest
one-hundredth) obtained by dividing (i) the product obtained by
multiplying the number of shares issuable upon exercise of this
Warrant prior to adjustment of the number of shares by Warrant
Price in effect prior to adjustment of the Warrant Price by (ii)
the Warrant Price in effect after such adjustment of the Warrant
Price.




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 7


 






 


(e)           Transactions
Not Requiring Adjustments. No adjustment need be made for a
transaction referred to in Paragraphs (a) and (b) of this Section 4 if the Holder is
permitted to participate in the transaction on a basis no less
favorable than any other party and at a level, which would preserve
the Holder’s percentage equity participation in the Common
Stock upon exercise of this Warrant. No adjustment need be made for
sales of Common Stock pursuant to a Company plan for reinvestment
of dividends or interest, the granting of options and/or the
exercise of options outstanding under any of the Company's
currently existing stock option plans, the exercise of currently
existing incentive stock options or incentive stock options which
may be granted in the future, the exercise of any other of the
Company's currently outstanding options, or any currently
authorized warrants, whether or not outstanding. No adjustment need
be made for a change in the par value of the Common Stock, or from
par value to no par value or from no par value to par value. If
this Warrant becomes exercisable solely into cash, no adjustment
need be made thereafter. Interest will not accrue on the
cash.


 

(f)           
Action to Permit Valid Issuance of Common Stock. Before taking any
action which would cause an adjustment reducing the Warrant Price
below the then par value, if any, of the shares of Common Stock
issuable upon exercise of this Warrant, the Company will take all
corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue
shares of such Common Stock at such adjusted Warrant
Price.


 

(g)           
Minimum Adjustment. No adjustment in the Warrant Price shall be
required if such adjustment is less than $0.01; provided, however, that any adjustments,
which by reason of this Paragraph 4 (g) are not
required to be made, shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this
Section 4 shall be
made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be. Anything to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the conversion price, in addition to those required
by this Paragraph 4
(g), as it in its discretion shall determine to be advisable
in order that any stock dividends, subdivision of shares,
distribution of rights to purchase stock or securities, or
distribution of securities convertible into or exchangeable for
stock hereafter made by the Company to its stockholders shall not
be taxable.


 

(h)           
Referral of Adjustment. In any case in which this Section 4 shall require that an
adjustment in the Warrant Price be made effective as of a record
date for a specified event (the “Exercise Event”), if
this Warrant shall have been exercised after such record date, the
Company may elect to defer until the occurrence of the Exercise
Event issuing to the Holder the shares, if any, issuable upon the
Exercise Event over and above the shares, if any, issuable upon
such exercise on the basis of the Warrant Price in effect prior to
such adjustment; provided, however, that the Company shall
deliver to the Holder a due bill or other appropriate instrument
evidencing the Holder’ right to receive such additional
shares upon the occurrence of the Exercise Event.


 

(i)           
Number of Shares. Upon each adjustment of the Warrant Price as a
result of the calculations made in Paragraphs (a) and (b) of this Section 4, this Warrant shall
thereafter evidence the right to purchase, at the adjusted Warrant
Price, that number of shares (calculated to the nearest thousandth)
obtained by dividing (i) the product obtained by multiplying the
number of shares purchasable upon exercise of this Warrant prior to
adjustment of the number of shares by the Warrant Price in effect
prior to adjustment of the Warrant Price by (ii) the Warrant Price
in effect after such adjustment of the Warrant Price.


 


(j)           Voluntary
Reduction. The Company from time to time may reduce the Warrant
Price by any amount for any period of time if the period is at
least 20 days and if the reduction is irrevocable during the
period. Whenever the Warrant Price is reduced, the Company shall
mail to the Holder a notice of the reduction. The Company shall
mail the notice at least 15 days before the date the reduced
Warrant Price takes effect. The notice shall state the reduced
Warrant Price and the period it will be in effect. A reduction of
the Warrant Price does not change or adjust the Warrant Price
otherwise in effect for purposes of Paragraphs 4 (a) and
(b) above. Anything
to the contrary notwithstanding, this Paragraph 4 (j) shall be void
and of no effect if it violates the rules and/or regulations of any
exchange or inter-dealer quotation system on which the Common Stock
is then listed for trading.


 


(k)           Prohibition
against Certain Reductions of Warrant Price. Anything to the
contrary notwithstanding, in no event shall the Warrant Price be
reduced below the par value of the Common Stock.


 

(l)           
Notice of Adjustments. Whenever the Warrant Price is adjusted, the
Company shall promptly mail to the Holder a notice of the
adjustment together with a certificate from the Company's Chief
Financial Officer briefly stating (i) the facts requiring the
adjustment, (ii) the adjusted Warrant Price and the manner of
computing it, and (iii) the date on which such adjustment becomes
effective. The certificate shall be prima facia evidence that the
adjustment is correct, absent manifest error.


 

(m)         
Reorganization of Company. If the Company and/or the Holder of
Common Stock are parties to a merger, consolidation or a
transaction in which (i) the Company transfers or leases
substantially all of its assets; (ii) the Company reclassifies or
changes its outstanding Common Stock; or (iii) the Common Stock is
exchanged for securities, cash or other assets; the Person who is
the transferee or lessee of such assets or is obligated to deliver
such securities, cash or other assets shall assume the terms of
this Warrant. If the issuer of securities deliverable upon exercise
of this Warrant is an affiliate of the surviving, transferee or
lessee corporation, that issuer shall join in such assumption. The
assumption agreement shall provide that the Holder may exercise
this Warrant into the kind and amount of securities, cash or other
assets which the Holder would have owned immediately after the
consolidation, merger, transfer, lease or exchange if the Holder
had exercised this Warrant immediately before the effective date of
the transaction. The assumption agreement shall provide for
adjustments that shall be as nearly equivalent as may be practical
to the adjustments provided for in this Section 4. The successor
company shall mail to the Holder a notice briefly describing the
assumption agreement. If this Paragraph applies, Paragraph 4 (a) above does not
apply.




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 8


 





(n)           
Dissolution, Liquidation. In the event of the dissolution or total
liquidation of the Company, then after the effective date thereof,
this Warrant and all rights thereunder shall expire.


 

(o)           
Notices. If (i) the Company takes any action that would require an
adjustment in the Warrant Price pursuant to this Section 4; or (ii) there is a
liquidation or dissolution of the Company, the Company shall mail
to the Holder a notice stating the proposed record date for a
distribution or effective date of a reclassification,
consolidation, merger, transfer, lease, liquidation or dissolution.
The Company shall mail the notice at least 15 days before such
date. Failure to mail the notice or any defect in it shall not
affect the validity of the transaction.


 

5.            
Fractional Shares.
If the number of Warrant Shares purchasable upon the exercise of
this Warrant is adjusted pursuant to Section 4 hereof, the Company
shall nevertheless not be required to issue fractions of shares
upon exercise of this Warrant or otherwise, or to distribute
certificates that evidence fractional shares. Instead the Company
will round any fractional share to the nearest share so that if the
fraction is less than 0.5 no share shall be issued and if the
fraction is 0.5 or higher the Company shall issue one full
share


 

6.            
Right to
Registration. The Holder has the right to require the
Company to register the Warrant Shares pursuant to a registration statement (the
“Registration
Statement”)
under the Securities Act of 1933 (the “Act”)
with the Securities and Exchange Commission (the
“Commission”)
in accordance with the terms of an agreement (the
“Registration Rights
Agreement”) dated as of the date hereof among the
Company, the Holder and the holders of other Class A Warrants. The
date that the first Registration Statement filed pursuant to the
Registration Rights Agreement is declared effective by the
Commission is herein referred to as the “Effective
Date.”


 



7.            

Redemption.






 


7.1           Company’s
Right to Redeem this Warrant. On or after the Effective Date, as
long as the Warrant Shares may be sold publicly, on not less than
30 days notice to the Holder, the Company may redeem this Warrant
at a redemption price of $0.001 times the number of Warrant Shares
for which this Warrant can then be exercised (the "Redemption Price"), provided
that daily average
weighted trading price of the Common Stock equals or exceeds
$2.00 per share for a period of 30 consecutive trading days
(commencing after the Effective Date) ending one trading day prior
to the date that the notice of redemption is sent. All unexercised
Class A Warrants must be redeemed if any Class A Warrants are
redeemed.


 


7.2           Method
of Redemption. In case the Company shall desire to exercise its
right to redeem this Warrant, it shall mail a notice of redemption
to the Holder, first class, postage prepaid, not later than the
30th day before the date fixed for redemption, at the
Holder’s last address as shall appear in the records of the
Company. Any notice mailed in the manner provided herein shall be
conclusively presumed to have been duly given whether or not the
Holder receives such notice.




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 9


 






7.3           Notice
of Redemption. The notice of redemption shall specify (i) the
Redemption Price; (ii) the date fixed for redemption, which may not
be less than 30 days after such notice is delivered (the
“Redemption Date”); (iii) the place where this Warrant
shall be delivered and the Redemption Price paid; and (iv) that the
right to exercise this Warrant shall terminate at 5:00 PM (New York
time) on the Redemption Date.


 

7.4           
Delivery of Redemption Price and Expiration of Warrant. From and
after the Redemption Date, the Company shall, at the place
specified in the notice of redemption, upon presentation and
surrender to the Company by or on behalf of the Holder of this
Warrant to be redeemed, deliver or cause to be delivered to or upon
the written order of the Holder a sum in cash equal to the
Redemption Price of this Warrant. From and after the Redemption
Date and upon the deposit or setting aside by the Company of a sum
sufficient to redeem all of the Class A Warrants called for
redemption, this Warrant shall expire and become void and all
rights hereunder, except the right to receive payment of the
Redemption Price, shall cease.


 



8.            

No Dilution or
Impairment.






 

8.1           
Actions to Permit Issuance of Warrant Shares. The Company will not,
by amendment of its certificate of incorporation or through any
consolidation, merger, reorganization, transfer of assets,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith
assist in the carrying out of all of the terms and in the taking of
all actions necessary or appropriate in order to protect the rights
of the Holder. Without limiting the generality of the foregoing,
the Company (a) will not permit the par value of any shares of
Common Stock receivable upon the exercise of this Warrant to exceed
the amount payable therefor upon exercise, (b) will take all
actions necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of
Common Stock on the exercise of the Warrant, and (c) will not take
any action that results in any adjustment of the Warrant Price if
the total number of shares of Common Stock issuable after the
action upon the exercise of the Warrant would exceed the total
number of shares of Common Stock then authorized by the Company's
certificate of incorporation and available for the purpose of
issuance upon exercise.


 

8.2           
Acknowledgement of Company’s Obligations. The Company
acknowledges that, subject to the provisions of Section 3.7, its obligation to
issue shares of Common Stock issuable upon exercise of this Warrant
is binding upon it and enforceable regardless of the dilution that
such issuance may have on the ownership interests of other
stockholders.


 


 




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 10


 





9.            
Chief Financial
Officer’s Report as to Adjustments. In the case of any
adjustment or re-adjustment in the shares of Common Stock issuable
upon the exercise of this Warrant, the Company at its expense will
promptly compute the adjustment or re-adjustment in accordance with
the terms of this Warrant and cause its Chief Financial Officer to
certify the computation (other than any computation of the fair
value of property as determined in good faith by the Board of
Directors of the Company) and prepare a report setting forth the
adjustment or re-adjustment and showing in reasonable detail the
method of calculation thereof and the facts upon which the
adjustment or re-adjustment is based, including a statement of (a)
the number of shares of Common Stock outstanding or deemed to be
outstanding and (b) the Warrant Price in effect immediately prior
to the deemed issuance or sale and as adjusted and re-adjusted (if
required by Section
4 hereof) on account thereof. The Company will forthwith
mail a copy of each report to the Holder and will, upon the written
request at any time of the Holder, furnish to the Holder a like
report setting forth the Warrant Price at the time in effect and
showing in reasonable detail how it was calculated. The Company
will also keep copies of all reports at its office maintained
pursuant to Section
13.2(a) hereof and will cause them to be available for
inspection at the office during normal business hours upon
reasonable notice by the Holder or any prospective purchaser of
this Warrant designated by the Holder.


 

10.            
Reservation of
Shares. The Company shall at all times after the Share
Authorization has been effected reserve and keep available out of
its authorized but unissued shares of Common Stock, free from all
taxes, liens and charges with respect to the issue thereof and not
be subject to preemptive rights or other similar rights of
stockholders of the Company, solely for the purpose of effecting
the exercise of this Warrant, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the
exercise thereof, and if at any time after the Share Authorization
has been effected the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the exercise of this
Warrant, in addition to such other remedies as shall be available
to the Holder, the Company will take such corporate action as may,
in the opinion of its counsel, be necessary to increase the number
of authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including without
limitation, using its best efforts to obtain the requisite
stockholder approval necessary to increase the number of authorized
shares of the Company’s Common Stock. After the Share
Authorization has been effected all shares of Common Stock issuable
upon exercise of this Warrant shall be duly authorized and, when
issued upon exercise, shall be validly issued and, in the case of
shares, fully paid and nonassessable and free from all preemptive
or similar rights, taxes, liens and charges with respect to the
issue thereof, and that upon issuance such shares shall be listed
on each securities exchange, if any, on which the other shares of
outstanding Common Stock of the Company are then
listed.


 




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 11


 





11.            
Listing. The
Company shall at all times comply in all respects with the
Company’s reporting, filing and other obligations under the
by-laws or rules of each national securities exchange or
inter-dealer quotation system upon which shares of Common Stock are
then listed and shall list the shares issuable upon the exercise of
this Warrant on such national securities exchange or inter-dealer
quotation system.


 



12.            

Investment Representations:
Restrictions on Transfer.






 

12.1           
Investment Representations. The Holder acknowledge that this
Warrant and the Warrant Shares have not been and, except as
otherwise provided herein, will not be registered under the Act or
qualified under applicable state securities laws and that the
transferability thereof is restricted by the registration
provisions of the Act as well as such state laws. The Holder
represents that the Holder is acquiring this Warrant and will
acquire the Warrant Shares for the Holder’s own account, for
investment purposes only and not with a view to resale or other
distribution thereof, nor with the intention of selling,
transferring or otherwise disposing of all or any part of such
securities for any particular event or circumstance, except
selling, transferring or disposing of them upon full compliance
with all applicable provisions of the Act, the Securities Exchange
Act of 1934, the Rules and Regulations promulgated by the
Commission thereunder, and any applicable state securities laws.
The Holder further understands and agrees that (i) neither this
Warrant nor the Warrant Shares may be sold or otherwise transferred
unless they are subsequently registered under the Act and qualified
under any applicable state securities laws or, in the opinion of
counsel reasonably satisfactory to the Company, an exemption from
such registration and qualification is available; (ii) any routine
sales of the Company's securities made in reliance upon Rule 144
promulgated by the Commission under the Act, can be effected only
pursuant to the terms and conditions of that Rule, including
applicable holding periods and timely filing requirements with the
Commission for the Company; and (iii) except as otherwise set forth
herein, the Company is under no obligation to register this Warrant
or the Warrant Shares on the Holder’s behalf or to assist the
Holder in complying with any exemption from registration under the
Act. The Holder agrees that each certificate representing any
Warrant Shares for which this Warrant may be exercised will bear on
its face a legend in substantially the following form:


 


These
securities have not been registered under the Securities Act of
1933 or qualified under any state securities laws. They may not be
sold, hypothecated or otherwise transferred in the absence of an
effective registration statement under that Act and qualification
under applicable state securities laws without an opinion counsel
reasonably acceptable to the Company that such registration and
qualification are not required.


 

12.2           
Notice of Proposed Transfer; Opinion of Counsel. Prior to any
transfer of any securities that are not registered under an
effective registration statement under the Act (“Restricted Securities”),
the Holder will give written notice to the Company of the Holder's
intention to affect a transfer and to comply in all other respects
with this Section
12.2. Each notice shall describe the manner and
circumstances of the proposed transfer, and (b) shall designate
counsel for the Holder giving the notice (who may be in-house
counsel for the Holder). The Holder giving notice will submit a
copy thereof to the counsel designated in the notice. The following
provisions shall then apply:




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 12


 






(i) If
in the opinion of counsel for the Holder reasonably satisfactory to
the Company the proposed transfer (i.e. private sale of Restricted
Securities) may be effected without registration of Restricted
Securities under the Act (which opinion shall state the bases for
the legal conclusions reached therein), the Holder shall thereupon
be entitled to transfer the Restricted Securities in accordance
with the terms of the notice delivered by the Holder to the
Company. Each certificate representing the Restricted Securities
issued upon or in connection with any transfer shall bear the
restrictive legends required by Section 12.1
hereof.


 


(ii) If
the opinion called for in (i) above is not delivered, the Holder
shall not be entitled to transfer the Restricted Securities until
either (x) receipt by the Company of a further notice from such
Holder pursuant to the foregoing provisions of this Section 12.2 and fulfillment of
the provisions of clause (i) above, or (y) such Restricted
Securities have been effectively registered under the
Act.


 


12.3      
Termination of Restrictions. The restrictions imposed by this
Section 12 upon the
transferability of Restricted Securities shall cease and terminate
as to any particular Restricted Securities: (a) which Restricted
Securities shall have been effectively registered under the Act; or
(b) when, in the opinions of both counsel for the holder thereof
and counsel for the Company, which opinion shall not be
unreasonably withheld, such restrictions are no longer required in
order to insure compliance with the Act or Section 12 hereof. Whenever
such restrictions shall cease and terminate as to any Restricted
Securities, the holder thereof shall be entitled to receive from
the Company, without expense (other than applicable transfer taxes,
if any), new securities of like tenor not bearing the applicable
legends required by Section 12.1
hereof.


 



13.            

Ownership, Transfer and Substitution
of Warrant.






 

13.1       
Ownership of
Warrant. The Company may treat the Person in whose name this
Warrant is registered to in the Warrant Register maintained
pursuant to Section
13.2(b) hereof as the owner and holder thereof for all
purposes, notwithstanding any notice to the contrary, except that,
if and when any Class A Warrant is properly assigned by a notice in
substantially the form attached to this Warrant as Exhibit B (or a reasonable
facsimile thereof) duly executed by the holder thereof in blank,
the Company shall treat the bearer thereof as the owner of such
Class A Warrant for all purposes, notwithstanding any notice to the
contrary. Subject to Section 12 hereof, this
Warrant, if properly assigned, may be exercised by a new holder
without a new Warrant first having been issued.


 


13.2
Office; Transfer and Exchange of Warrant.


 


(a) The
Company will maintain an office (which may be an agency maintained
at a bank) at 1 Virginia
Avenue, Suite 300 , Indianapolis, Indiana 46204 (until the
Company notifies the Holder of any change of location of the
office) where notices, presentations and demands in respect of this
Warrant may be made upon it.




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 13


 






(b) The
Company shall cause to be kept at its office maintained pursuant to
Section 13.2(a)
hereof a Warrant Register for the registration and transfer of the
Class A Warrants. The names and addresses of holders of the Class A
Warrants, the transfers thereof and the names and addresses of
transferees of the Class A Warrants shall be registered in such
Warrant Register. The Person in whose name any Class A Warrant
shall be so registered shall be deemed and treated as the owner and
holder thereof for all purposes of such Class A Warrant, and the
Company shall not be affected by any notice or knowledge to the
contrary.


 


(c)
Upon the surrender of this Warrant, properly endorsed, for
registration of transfer or for exchange at the office of the
Company maintained pursuant to Section 13.2(a) hereof, the
Company at its expense will (subject to compliance with
Section 12 hereof,
if applicable) execute and deliver to or upon the order of the
Holder thereof a new Class A Warrant of like tenor, in the name of
such holder or as such holder (upon payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate on
the face thereof for the number of shares of Common Stock called
for on the face of the Class A Warrant so surrendered.


 

13.3           
Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft
or destruction of this Warrant, upon delivery of indemnity
reasonably satisfactory to the Company in form and amount or, in
the case of any mutilation, upon surrender of this Warrant for
cancellation at the office of the Company maintained pursuant to
Section 13.2(a)
hereof, the Company at its expense will execute and deliver, in
lieu thereof, a new Class A Warrant of like tenor and dated the
date hereof.


 

14.            
No Rights or Liabilities
as Stockholder. Except as may
otherwise be provided herein, no Holder shall be entitled to vote
or receive dividends or be deemed the holder of any shares of
Common Stock or any other securities of the Company which may at
any time be issuable on the exercise hereof for any purpose, nor
shall anything contained herein be construed to confer upon the
Holder, as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock,
change of par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until this Warrant
shall have been exercised and the shares of Common Stock
purchasable upon the exercise hereof shall have become deliverable,
as provided herein. The Holder will not be entitled to share in the
assets of the Company in the event of liquidation, dissolution or
the winding up of the Company.


 




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 14


 





15.            
Notices. Any notice
or other communication in connection with this Warrant shall be
deemed to be given if in writing addressed as hereinafter provided
and actually delivered at such address: (a) if to any Holder, at
the registered address of such holder as set forth in the Warrant
Register kept at the office of the Company maintained pursuant to
Section 13.2(a)
hereof, or (b) if to the Company, to the attention of its Chief
Financial Officer at its office maintained pursuant to Section 13.2(a) hereof;
provided,
however, that the
exercise of any Warrant shall be effective in the manner provided
in Section 3
hereof.


 

16.            
Payment of Taxes.
The Company will pay all documentary stamp taxes attributable to
the issuance of shares of Common Stock underlying this Warrant upon
exercise of this Warrant; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificate for
shares of Common Stock underlying this Warrant in a name other that
of the Holder. The Holder is responsible for all other tax
liability that may arise as a result of holding or transferring
this Warrant or receiving shares of Common Stock underlying this
Warrant upon exercise hereof.


 

17.            
Warrant Agent. The
Company shall serve as warrant agent under this Warrant. Upon 30
days notice to the Holder, the Company may appoint a new warrant
agent. Any corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall
be a party or any corporation to which the Company or any new
warrant agent transfers substantially all of its corporate trust or
stockholders services business shall be successor warrant agent
under this Warrant without any further act. Any such successor
warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid)
to the Holder at the Holder’s last address as shown on the
Warrant Register.


 

18.            
Miscellaneous. This
Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought. This Warrant shall be construed and enforced
in accordance with and governed by the laws of Indiana. The section
headings in this Warrant are for purposes of convenience only and
shall not constitute a part hereof. If one or more of the
provisions or portions of this Warrant shall be deemed by any court
or quasi-judicial authority to be invalid, illegal or unenforceable
in any respect, the invalidity, illegality or unenforceability of
the remaining provisions, or portions of provisions contained
herein shall not in any way be affected or impaired thereby. The
use herein of the masculine pronouns or similar terms shall be
deemed to include the feminine and neuter genders as well and vice
versa and the use of the singular pronouns shall be deemed to
include the plural as well and vice versa.


 


IN
WITNESS WHEREOF, the Company has caused this Common Stock Purchase
Warrant to be duly executed as of the date first above
written.


 


 




 










Redeemable Common Stock Purchase Class A Warrant
                                                                                                                               F
__.__.16









issued by Noble Roman’s, Inc. to



_________________________



page 15


 






 


 


	

 

	
NOBLE
ROMAN’S, INC.

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
 

	

 


	

 

	

Name:   



	
Paul W.
Mobley

	

 


	

 

	

Title:   



	

Executive
Chairman 

	

 









 


 


 


 


 


 




 









NRI/AW   F __.__.16






EXHIBIT
A


 


EXERCISE
NOTICE


 


To Be
Executed by the Holder


in
Order to Exercise Class A Warrants


 


TO:           NOBLE
ROMAN’S, INC.


 


(1) The
undersigned hereby elects to purchase ________ Warrant Shares of
the Company pursuant to the terms of the attached Warrant, and
tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.


 


(2) Payment
shall be in lawful money of the United States.


 


(3) Please
issue a certificate or certificates representing the Warrant Shares
in the name of the undersigned or in such other name as is
specified below:


 


_________________________________________________________


 


The
Warrant Shares shall be delivered to the following DWAC Account
Number or by physical delivery of a certificate to:


 


_________________________________________________________


 


_________________________________________________________


 


	
Dated:                                      
                
  


	
 X                     
               
  
                   


	
 

	
                    
                 
   
                     


	
 

	
             
                 
   
                            


	
 

	

                        
Address


	
 

	
 


	
 

	
              
                 
   
                           




	
 

	
       Taxpayer
Identification Number



	
 

	
              
                 
   
                           




	
 

	
 


	
 

	
              
                 
   
                           




	
 

	

             
Signature Guaranteed











 


 




 









NRI/AW  F __.__.16 







EXHIBIT B

 


[FORM
OF ASSIGNMENT]

 


To be
executed by the registered holder if such holder


desires
to transfer the Warrant Certificate.

 


FOR
VALUE RECEIVED                                                                                          




 


hereby
sells, assigns and transfers unto


 


 






(Please
print name and address of transferee)

 


this
Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
              
Attorney, to transfer the within Warrant Certificate on the books
of the within-named Company, with full power of
substitution.

 


	
 Dated:                                            
                         



	
 


	
 

	
 Signature                                                                           




	
 

	
 (Signature must
conform in all respects to



	
 

	
 name of holder as
specified on the face of



	
 

	
 the Warrant
Certificate.)


	
 

	
 


	
 

	
                  
               
                                                        




	
 

	
 (Insert Social
Security or Other


	
 

	
 Identifying Number
of Holder)


	
 

	
 


	
 

	
 


	
 

	
                   
               
                                                        


	
 

	
 Signature
Guaranteed