X0202 4 2005-08-25 0 0000709005 NOBLE ROMANS INC NROM.OB 0001275595 SUMMITBRIDGE NATIONAL INVESTMENTS LLC C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001200438 DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001252267 DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001245521 FORTRESS INVESTMENT GROUP LLC C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 0 0001175853 D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10151 0 0 1 0 0001243310 D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10151 0 0 1 0 0001320184 DBZ GP, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10151 0 0 1 0 0001278303 ZWIRN HOLDINGS, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10151 0 0 1 0 Common Stock, no par value 2005-08-25 4 S 0 814748 D 2400000 D Common Stock, no par value 2005-08-25 4 S 0 814748 D 2400000 I See footnote Common Stock, no par value 2005-08-25 4 S 0 0 D 0 I See footnote Common Stock, no par value 2005-08-25 4 S 0 814748 D 2400000 I See footnote Common Stock, no par value 2005-08-25 4 S 0 814748 D 2400000 I See footnote Common Stock, no par value 2005-08-25 4 S 0 0 D 0 I See footnote Common Stock, no par value 2005-08-25 4 S 0 0 D 0 I See footnote Common Stock, no par value 2005-08-25 4 S 0 0 D 0 I See footnote Series A Convertible Preferred Stock (Preferred Stock) 0 2005-08-25 4 S 0 4929275 D Common Stock 1643092 0 D Common Stock Warrants (rights to buy) (Warrants) 0.01 2005-08-25 4 S 0 385000 D 1998-08-23 2005-12-31 Common Stock 385000 0 D Preferred Stock 0 2005-08-25 4 S 0 4929275 D Common Stock 1643092 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 385000 D 1998-08-23 2005-12-31 Common Stock 385000 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 0 D Common Stock 0 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 0 D 1998-08-23 2005-12-31 Common Stock 0 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 4929275 D Common Stock 1643092 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 385000 D 1998-08-23 2005-12-31 Common Stock 385000 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 4929275 D Common Stock 1643092 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 385000 D 1998-08-23 2005-12-31 Common Stock 385000 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 0 D Common Stock 0 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 0 D 1998-08-23 2005-12-31 Common Stock 0 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 0 D Common Stock 0 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 0 D 1998-08-23 2005-12-31 Common Stock 0 0 I See footnote Preferred Stock 0 2005-08-25 4 S 0 0 D Common Stock 0 0 I See footnote Warrants 0.01 2005-08-25 4 S 0 0 D 1998-08-23 2005-12-31 Common Stock 0 0 I See footnote Pursuant to a Settlement Agreement dated as of August 1, 2005 (Settlement Agreement), by and among Noble Roman's, Inc. (Company) and certain of its affilates, and SummitBridge National Investments LLC (SummitBridge), Drawbridge Special Opportunities Fund LP (Drawbridge LP) and D.B. Zwirn Special Opportunities Fund, L.P. f/k/a Highbridge/Zwirn Special Opportunities Fund, L.P. (D.B. Zwirn), the Company agreed to acquire all of SummitBridge's debt and equity interests in the Company, except for 2,400,000 shares of Common Stock, for a purchase price of $8,300,000. (cont'd footnote 2) These debt and equity interests consisted of a promissory note for a face amount of $8,000,000; 3,214,748 shares of the Company's Common Stock; the $4,929,275 stated amount of the Company's no-yield preferred stock convertible into 1,643,092 shares of Common Stock; and the Warrant to purchase 385,000 shares of the Company's Common Stock. The equity interests, other than the 2,400,000 shares of Common Stock not transferred as noted, are the subject of this Form 4. SummitBridge also agreed to release certain affilates of the Company as guarantors with respect to certain obligations of the Company and has relinquished its right in the related guarantees. The shares of Common Stock and derivative securities to which this note relates are held directly by SummitBridge. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Drawbridge LP, in its capacity as one of the members of SummitBridge. As a result, Drawbridge LP may be deemed to have beneficial ownership of these securities for purposes of Section 16. Drawbridge LP expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Drawbridge Special Opportunities Advisors LLC (Drawbridge Advisors), in its capacity as advisor to Drawbridge LP. As a result, Drawbridge Advisors may be deemed to have beneficial ownership of these securities for purposes of Section 16. Drawbridge Advisors expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Fortress Investment Group LLC (Fortress), in its capacity as the managing member of Drawbridge Advisors. As a result, Fortress may be deemed to have beneficial ownership of these securities for purposes of Section 16. Fortress expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by D.B. Zwirn, in its capacity as a member of Summit Delta Investor, LLC, which is one of the members of SummitBridge. As a result, D.B. Zwirn may be deemed to have beneficial ownership of these securities for purposes of Section 16. D.B. Zwirn expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by D.B. Zwirn & Co., L.P. f/k/a Highbridge/Zwirn Capital Management, LLC (DBZCO), in its capacity as the trading manager of D.B. Zwirn. As a result, DBZCO may be deemed to have beneficial ownership of these securities for purposes of Section 16. DBZCO expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by DBZ GP, LLC (DBZ), in its capacity as the general partner of DBZCO. As a result, DBZ may be deemed to have beneficial ownership of these securities for purposes of Section 16. DBZ expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Zwirn Holdings, LLC f/k/a D.B. Zwirn & Co., LLC, in its capacity as the managing member of DBZ. As a result, Zwirn Holdings, LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. Zwirn Holdings, LLC expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. Series A Convertible Preferred Stock is convertible into Common Stock at any time. There is no expiration date. The Company's Articles of Amendment of the Articles of Incorporation provide that the conversion price is calculated by multiplying each share of Preferred Stock by $1.00 and dividing by $3.00. The shares of Preferred Stock are also subject to antidilution protection. SummitBridge directly holds 4,929,275 shares of the Company's Preferred Stock. The joint filers include SummitBridge, Drawbridge LP, Drawbridge Advisors, Fortress, Summit Delta Investor, LLC, D.B. Zwirn, DBZCO, DBZ, Zwirn Holdings, LLC and Daniel B. Zwirn. A separate Form 4 has been filed for Summit Delta Investor, LLC and Daniel B. Zwirn due to Form 4 technical filing limitations. That report relates to the same transaction described herein. /s/ Dean Dakolias, for SummitBridge Nat'l Invsts 2006-02-07 /s/ Dean Dakolias, for Drawbridge Spec Opp Fd 2006-02-07 /s/ Dean Dakolias, for Drawbridge Spec Opp Advs 2006-02-07 /s/ Alan Chesick, for Fortress Invst Grp 2006-02-07 /s/ Daniel B. Zwirn, for D.B. Zwirn Spec Opp Fd 2006-02-07 /s/ Daniel B. Zwirn, for D.B. Zwirn and Co., L.P. 2006-02-07 /s/ Daniel B. Zwirn, for DBZ GP, LLC 2006-02-07 /s/ Daniel B. Zwirn, for Zwirn Holdings, LLC 2006-02-07