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
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 be entitled upon such exercise, such additional shares of stock of the
Company, or such reclassified shares of stock of the Company, or such shares of
the securities or property of the Company resulting from such consolidation or
merger or transfer, or such assets of the Company which such holder would have
been entitled to receive had he exercised this Warrant immediately prior to the
happening of any of the foregoing events.
(b) Upon the happening of any of the events described in Section 4(a), then
in each such case the Company shall give written notice thereof by first class
mail, postage prepaid, addressed to the registered holder of this Warrant at the
address of such registered holder as shown on the books of the Company, stating
the adjusted number of shares of no par value Common Stock or other securities
or properties purchasable upon the exercise hereof resulting from such event and
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based. The Board of Directors of the Company shall
determine the computation made hereunder and such determination shall be binding
upon the holder of this Warrant.
5. In the event that any of the following events shall occur during the
term of this Warrant:
(i) There occurs a change in control in the ownership of the Company; such
that fifty percent (50%) or more of the stock of the Company is
transferred to unrelated third parties;
(ii) There occurs a merger or consolidation in which the present owners of
the Company do not retain at least fifty percent (50%) of the
outstanding stock;
(iii) The Company is liquidated; or
(iv) There occurs a sale of substantially all of the assets of the Company;
(each a "Capital Reorganization"), then, effective upon the effective date of
such Capital Reorganization, the holder shall no longer have the right to
purchase common stock, but instead shall have the right to purchase, upon
exercise of this Warrant, the kind and amount of shares of stock and other
securities and property which the holder would have owned or have been entitled
to receive pursuant to such Capital Reorganization if this Warrant had been
exercised immediately prior to such effective date. The provisions of this
Section 5 shall similarly apply to successive Capital Reorganizations.
6. This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a Shareholder of the Company.
7. The holder, by acceptance thereof, represents and warrants that the
holder is acquiring such securities for the holder's own account for investment
and not with a view to or in connection with any offering or distribution, and
the holder has no present intention of selling or otherwise disposing of such
securities. In making such representations and warranties, the holder intends
that the Company rely thereon and understands that, as a result of such
reliance, such securities are not being registered under the Securities Act of
1933, as amended (the "Securities Act"), because of exemptions therefrom,
including those exemptions relating to transactions not involving a public
offering.
8. The holder of this Warrant, by acceptance thereof, agrees to give
written notice to the Company before transferring or agreeing to transfer this
Warrant of such holder's intention to do so, describing briefly the manner of
such proposed transfer. Promptly upon receiving such written notice, the Company
shall present copies thereof to Company counsel. If in the opinion of such
counsel the proposed transfer may be effected without registration under the
Securities Act (or any state "Blue Sky" law) the Company, as promptly as
practicable, shall notify such holder of such opinion, whereupon such holder
shall be entitled to transfer this Warrant in the manner so described in the
notice delivered by such holder to the Company, but not otherwise.
9. Each certificate representing this Warrant and each certificate for
shares of Common Stock issued upon exercise of this Warrant shall bear the
following legend:
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.
unless, in the opinion of counsel acceptable to the Company, the securities
represented thereby need no longer be subject to restrictions on resale under
the Securities Act and any applicable state "Blue Sky" laws. Upon any permitted
transfer pursuant to this Section 9 which is effected on the books of the
Company, the Company shall treat the registered holder hereof as the owner for
all purposes.
10. This Warrant is exchangeable, at the Company's expense, upon the
surrender thereof by the registered holder thereof at the principal office of
the Company, for new Warrants of like tenor and series representing in the
aggregate the right to subscribe for and purchase the number of shares which may
be subscribed for and purchased thereunder, each of such new Warrants to
represent the right to subscribe for and purchase such number of shares as shall
be designated by said registered holder thereof at the time of such surrender.
Upon receipt of evidence 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, upon delivery of a bond or indemnity satisfactory to the
Company or, in the case of any original holder of Warrants, of an Agreement by
such registered holder to indemnify the Company, or, in the case of any such
mutilation, upon surrender or cancellation of this Warrant, the Company will
issue to the registered holder thereof a new Warrant of like tenor and series in
lieu of this Warrant representing the right to subscribe for and purchase the
number of shares which may be subscribed for and purchased thereunder.
IN WITNESS WHEREOF, Noble Roman's, Inc. has caused this Warrant to be
executed by its duly authorized officer this___ day of ____________, _____.
Noble Roman's, Inc.
By: /s/ Paul W. Mobley
------------------------
Paul W. Mobley, Chairman