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
Xxxxx Xxxxx'x, 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 or supplement thereto, or any related preliminary prospectus,
or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, provided that
you shall only be subject to such liability to the extent that the
untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with information
provided by you or contained in a representation and given by you in
this letter. Further, you will reimburse each Indemnified Person for
any legal or other expenses reasonably incurred by the Indemnified
Person in connection with investigating or defending any such
Liabilities or action as such expenses are incurred.
3. Use of Prospectus. Upon notice from the Company at the
address set forth below, you will immediately discontinue use of any
prospectus and only resume sales of Underlying Shares with an amended
or supplemented prospectus supplied by the Company.
4. Prohibition of Short Sales. You will not use the Underlying
Shares to cover short sales of common stock of the Company prior to the
date the registration statement filed by the Company is declared
effective by the Securities and Exchange Commission.
5. No Recommendation. You acknowledge that the Company is not
making and recommendation that you sell or hold any Underlying Shares.
Thank you for your cooperation in this matter. If you have any
questions or concerns, or if you desire or require any further information,
please contact the undersigned at (000) 000-0000. Please note the deadline of
December 18, 2007 for returning this Letter.
Very truly yours,
Noble Romans, Inc.
By:
-------------------------------------
Xxxx X. Xxxxxx, Chairman of the Board
and Chief Executive Officer
Holder Information:
Name:
Address:
Number of Shares Beneficially Owned* as of the Date of this Letter: _________
Any position, office, or other material relationship with the Company or any of
its affiliates (if none, please state "None." Please attach additional pages as
necessary):
NONE.
By:
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* Shares are deemed beneficially owned if you have sole or shared right to
dispose of them, to vote them, or to direct the disposition of dividends paid on
them.
