Noodles_Company 2025 Franchise FAQ - FDD Ninja

Question 1

In 2024, how many Company-owned Noodles & Company restaurants were permanently closed?

Accepted Answer

In 2024 we permanently closed 13 Company-owned restaurants (none of which had been open less than 12 months) and 7 Franchise-owned restaurants closed. There were also 6 franchise restaurants refranchised during the year.

Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 84–89)

Question 2

As of December 31, 2024, how many total Noodles & Company restaurants were operating domestically?

Accepted Answer

As of December 31, 2024 Noodles & Company operated 371 domestic Company-owned Restaurants, and there were 92 Franchise-owned Restaurants, for a total of 463 restaurants. However, the Statement of Average and Median Net Sales consists of averages and medians of the reported Net Sales only for those restaurants open during the preceding 52-week period. Therefore, the restaurants that were excluded were those that opened in 2024. 380 Company-owned Restaurants were open and operating during the 52-week period. There were also 90 Franchise-owned restaurants open and operating during the 52-week period, for a total of 470. The remaining restaurants were not open for the full preceding 52-week period because they did not open until 2024.

In 2024 we permanently closed 13 Company-owned restaurants (none of which had been open less than 12 months) and 7 Franchise-owned restaurants closed. There were also 6 franchise restaurants refranchised during the year.

Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 84–89)

Question 3

What is the geographic scope of the non-compete clause for you and your Owners after the expiration or termination of the Development Agreement with Noodles & Company?

Accepted Answer

- (1) the Protected Area;

- (2) a radius of 15 miles from your Noodles & Company Restaurant;

- (3) a radius of 15 miles of any Noodles & Company Restaurant; or

- (4) the United States.

- 6.

For a continuous uninterrupted period commencing upon the expiration or termination of the Franchise Agreement and for two years thereafter, you and your Owners, shall not, without Noodles & Company's prior written consent, either directory or indirectly, for yourself or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company, or corporation:

- (a) Divert or attempt to divert any business or customer of any Noodles & Company Restaurant to any competitor, by direct or indirect inducement or otherwise, or

do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Noodles & Company's Marks or the System.

- (b) [Intentionally omitted]

- (c) Own, maintain, advise, be employed by, consult for, make loans to, operate, engage in or have an ownership interest (including any right to share in revenues or profits) in any Competitive Business which is, or is intended to be located within:

- (1) the Protected Area;

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 4

How many Noodles & Company outlets ceased operations for other reasons in 2024?

Accepted Answer

| State | Year | Outlets at Start of Year | Outlets Opened | Termi nation s | Non- Renewals | Reacquired by Franchisor | Ceased Operations – Other Reason | Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| California | 2022 | 0 | 15 | 0 | 0 | 0 | 1 | 14 |
|  | 2023 | 14 | 0 | 0 | 0 | 0 | 0 | 14 |
|  | 2024 | 14 | 0 | 0 | 0 | 0 | 4 | 10 |
| Connecticut | 2022 | 4 | 1 | 0 | 0 | 0 | 0 | 5 |
|  | 2023 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
|  | 2024 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
| Florida | 2022 | 5 | 1 | 0 | 0 | 0 | 0 | 6 |
|  | 2023 | 6 | 0 | 0 | 0 | 0 | 0 | 6 |
|  | 2024 | 6 | 0 | 0 | 0 | 0 | 0 | 6 |
| Illinois | 2022 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
|  | 2023 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
|  | 2024 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
| Indiana | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Iowa | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 1 | 0 | 0 | 0 | 0 | 2 |
| Kentucky | 2022 | 4 | 0 | 0 | 0 | 0 | 0 | 4 |
|  | 2023 | 4 | 0 | 0 | 0 | 0 | 0 | 4 |
|  | 2024 | 4 | 0 | 0 | 0 | 0 | 1 | 3 |
| Michigan | 2022 | 23 | 0 | 0 | 0 | 0 | 0 | 23 |
|---|---|---|---|---|---|---|---|---|
|  | 2023 | 23 | 0 | 0 | 0 | 0 | 2 | 21 |
|  | 2024 | 21 | 0 | 0 | 0 | 0 | 1 | 20 |
| Minnesota | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Missouri | 2022 | 7 | 0 | 0 | 0 | 0 | 0 | 7 |
|  | 2023 | 7 | 0 | 0 | 0 | 0 | 1 | 6 |
|  | 2024 | 6 | 0 | 0 | 0 | 0 | 1 | 5 |
| Montana | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
| Nebraska | 2022 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
|  | 2023 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
|  | 2024 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
| North | 2022 | 4 | 0 | 0 | 0 | 0 | 0 | 4 |
| Carolina |  |  |  |  |  |  |  |  |
|  | 2023 | 4 | 0 | 0 | 0 | 0 | 0 | 4 |
|  | 2024 | 4 | 0 | 0 | 0 | 0 | 0 | 4 |
| South | 2022 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
| Carolina |  |  |  |  |  |  |  |  |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 1 | 0 | 0 | 0 | 0 | 2 |
| North Dakota | 2022 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
|  | 2023 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
|  | 2024 | 5 | 1 | 0 | 0 | 0 | 0 | 6 |
| South Dakota | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
| Oregon | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 5 | 0 | 5 |
| Tennessee | 2022 | 4 | 0 | 0 | 0 | 0 | 0 | 4 |
|  | 2023 | 4 | 0 | 0 | 0 | 0 | 0 | 4 |
|  | 2024 | 4 | 0 | 0 | 0 | 0 | 0 | 4 |
| Washington | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 1 | 0 | 1 |
| Wisconsin | 2022 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
|  | 2023 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
|  | 2024 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
| Total | 2022 | 76 | 18 | 0 | 0 | 0 | 1 | 93 |
|  | 2023 | 93 | 0 | 0 | 0 | 0 | 3 | 90 |
|  | 2024 | 90 | 3 | 0 | 0 | 6 | 7 | 92 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 89–97)

Question 5

How many Noodles & Company outlets were reacquired from franchisees in 2022?

Accepted Answer

2024 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
| Total | 2022 | 76 | 18 | 0 | 0 | 0 | 1 | 93 |
|  | 2023 | 93 | 0 | 0 | 0 | 0 | 3 | 90 |
|  | 2024 | 90 | 3 | 0 | 0 | 6 | 7 | 92 |
**Table No. 4 Status of Company-Owned Outlets For Fiscal Years 2022 to 2024**

| State | Year | Outlets at Start of Year | Outlets Opened | Outlets Reacquired from Franchisees | Outlets Closed | Outlets Sold to Franchisees | Outlets at End of Year |
|---|---|---|---|---|---|---|---|
| Arizona | 2022 | 5 | 1 | 0 | 0 | 0 | 6 |
|  | 2023 | 6 | 1 | 0 | 0 | 0 | 7 |
|  | 2024 | 7 | 1 | 0 | 0 | 0 | 8 |
| California | 2022 | 16 | 0 | 0 | 1 | 15 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 |
| Colorado | 2022 | 58 | 0 | 0 | 0 | 0 | 58 |
|  | 2023 | 58 | 1 | 0 | 2 | 0 | 57 |
|  | 2024 | 57 | 1 | 0 | 4 | 0 | 54 |
| District of | 2022 | 0 | 0 | 0 | 0 | 0 | 0 |
| Columbia |  |  |  |  |  |  |  |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 |
| Florida | 2022 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 |
| Idaho | 2022 | 5 | 1 | 0 | 0 | 0 | 6 |
|  | 2023 | 6 | 0 | 0 | 0 | 0 | 6 |
|  | 2024 | 6 | 1 | 0 | 0 | 0 | 7 |
| Illinois | 2022 | 49 | 3 | 0 | 1 | 0 | 51 |
|  | 2023 | 51 | 2 | 0 | 0 | 0 | 53 |
|  | 2024 | 53 | 0 | 0 | 2 | 0 | 51 |
| Indiana | 2022 | 21 | 1 | 0 | 0 | 0 | 22 |
|  | 2023 | 22 | 1 | 0 | 0 | 0 | 23 |
|  | 2024 | 22 | 1 | 0 | 0 | 0 | 23 |
| Iowa | 2022 | 9 | 0 | 0 | 0 | 0 | 9 |
|  | 2023 | 9 | 1 | 0 | 1 | 0 | 9 |
|  | 2024 | 9 | 1 | 0 | 0 | 0 | 10 |
| Kansas | 2022 | 8 | 1 | 0 | 0 | 0 | 9 |
|  | 2023 | 9 | 0 | 0 | 0 | 0 | 9 |
|  | 2024 | 9 | 0 | 0 | 0 | 0 | 9 |
| Kentucky | 2022 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 1 |
| Maryland | 2022 | 23 | 0 | 0 | 1 | 0 | 22 |
|---|---|---|---|---|---|---|---|
|  | 2023 | 22 | 0 | 0 | 0 | 0 | 22 |
|  | 2024 | 22 | 0 | 0 | 0 | 0 | 22 |
| Minnesota | 2022 | 44 | 1 | 0 | 0 | 0 | 45 |
|  | 2023 | 45 | 0 | 0 | 0 | 0 | 45 |
|  | 2024 | 45 | 1 | 0 | 1 | 0 | 45 |
| Missouri | 2022 | 3 | 0 | 0 | 0 | 0 | 3 |
|  | 2023 | 3 | 0 | 0 | 0 | 0 | 3 |
|  | 2024 | 3 | 0 | 0 | 0 | 0 | 3 |
| Nevada | 2022 | 0 | 1 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 1 |
| New York | 2022 | 1 | 1 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 1 | 0 | 1 |
| North Carolina | 2022 | 8 | 0 | 0 | 0 | 0 | 8 |
|  | 2023 | 8 | 0 | 0 | 0 | 0 | 8 |
|  | 2024 | 8 | 1 | 0 | 0 | 0 | 9 |
| Ohio | 2022 | 17 | 1 | 0 | 0 | 0 | 18 |
|  | 2023 | 18 | 2 | 0 | 1 | 0 | 19 |
|  | 2024 | 19 | 1 | 0 | 1 | 0 | 19 |
| Oregon | 2022 | 6 | 0 | 0 | 0 | 0 | 6 |
|  | 2023 | 6 | 0 | 0 | 0 | 0 | 6 |
|  | 2024 | 6 | 0 | 0 | 5 | 1 | 0 |
| Pennsylvania | 2022 | 9 | 0 | 0 | 0 | 0 | 9 |
|  | 2023 | 9 | 1 | 0 | 0 | 0 | 10 |
|  | 2024 | 10 | 1 | 0 | 0 | 0 | 11 |
| Utah | 2022 | 16 | 0 | 0 | 1 | 0 | 15 |
|  | 2023 | 15 | 2 | 0 | 0 | 0 | 17 |
|  | 2024 | 17 | 0 | 0 | 0 | 1 | 16 |
| Virginia | 2022 | 24 | 1 | 0 | 0 | 0 | 25 |
|  | 2023 | 25 | 3 | 0 | 1 | 0 | 27 |
|  | 2024 | 27 | 0 | 0 | 0 | 2 | 25 |
| Washington | 2022 | 2 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 1 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 1 | 0 | 0 |
| Wisconsin | 2022 | 47 | 3 | 0 | 1 | 0 | 49 |
|---|---|---|---|---|---|---|---|
|  | 2023 | 49 | 5 | 0 | 0 | 0 | 54 |
|  | 2024 | 54 | 2 | 0 | 0 | 0 | 56 |
| Total | 2022 | 372 | 15 | 0 | 5 | 15 | 367 |
|  | 2023 | 367 | 19 | 0 | 6 | 0 | 380 |
|  | 2024 | 379 | 11 | 0 | 15 | 4 | 371 |
**Table No.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 89–97)

Question 6

How many Noodles & Company outlets were reacquired by the franchisor in 2024?

Accepted Answer

2022 | 0 |
|  | 2023 | 1 |
|  | 2024 | 0 |
| Total | 2022 | 0 |
|  | 2023 | 1 |
|  | 2024 | 0 |
**Table No. 3 Status of Franchise Outlets For Fiscal Years 2022 to 2024**

| State | Year | Outlets at Start of Year | Outlets Opened | Termi nation s | Non- Renewals | Reacquired by Franchisor | Ceased Operations – Other Reason | Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| California | 2022 | 0 | 15 | 0 | 0 | 0 | 1 | 14 |
|  | 2023 | 14 | 0 | 0 | 0 | 0 | 0 | 14 |
|  | 2024 | 14 | 0 | 0 | 0 | 0 | 4 | 10 |
| Connecticut | 2022 | 4 | 1 | 0 | 0 | 0 | 0 | 5 |
|  | 2023 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
|  | 2024 | 5 | 0 | 0 | 0 | 0 | 0 | 5 |
| Florida

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 89–97)

Question 7

What is the median EBITDA of company-owned Noodles & Company restaurants?

Accepted Answer

card processing fees, bank charges, restaurant marketing, leased equipment and licenses, utilities, insurance and other miscellaneous fixed expenses.
- 7. Restaurant EBITDA means restaurant contribution to profit before interest expense, income taxes, depreciation and amortization. Calculation of Restaurant EBITDA for this Statement excludes the 5.0% Royalty Fee, which these restaurants are not charged.
- 8. The median EBITDA of company-owned restaurants is \$158,332.
- 9. Because the Noodles & Company restaurants whose results appear above are Company-operated restaurants, they paid no royalties. You must consider your restaurant's required Royalty payment (currently 5.0% of Net Royalty Sales) as part of its expected operating expenses. The annual Royalty Fee your restaurant would have been required to pay had it achieved the average Net Sales level reflected in the table above showing a Summary Profit and Loss Statement is identified in the table above entitled "Annual Franchise Expense Not Encompassed in Table Above."

This Statement consists of the averages and medians of 380 Company-owned restaurants open as Company restaurants during the 52-week period ended December 31, 2024 and excludes those restaurants that the Company closed in 2024. This Statement does not include royalties, which a franchisee would have to pay to us, interest on any f

Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 84–89)

Question 8

What is the median EBITDA of company-owned Noodles & Company restaurants, according to the FDD?

Accepted Answer

card processing fees, bank charges, restaurant marketing, leased equipment and licenses, utilities, insurance and other miscellaneous fixed expenses.
- 7. Restaurant EBITDA means restaurant contribution to profit before interest expense, income taxes, depreciation and amortization. Calculation of Restaurant EBITDA for this Statement excludes the 5.0% Royalty Fee, which these restaurants are not charged.
- 8. The median EBITDA of company-owned restaurants is \$158,332.
- 9. Because the Noodles & Company restaurants whose results appear above are Company-operated restaurants, they paid no royalties. You must consider your restaurant's required Royalty payment (currently 5.0% of Net Royalty Sales) as part of its expected operating expenses. The annual Royalty Fee your restaurant would have been required to pay had it achieved the average Net Sales level reflected in the table above showing a Summary Profit and Loss Statement is identified in the table above entitled "Annual Franchise Expense Not Encompassed in Table Above."

This Statement consists of the averages and medians of 380 Company-owned restaurants open as Company restaurants during the 52-week period ended December 31, 2024 and excludes those restaurants that the Company closed in 2024.

Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 84–89)

Question 9

What percentage of Noodles & Company restaurants attained or surpassed the Average Net Sales of $1,285,365?

Accepted Answer

had been open less than 12 months) and 7 Franchise-owned restaurants closed. There were also 6 franchise restaurants refranchised during the year.

218 of the 470 Noodles & Company restaurants used for calculating the Average and Median Net Sales for the period referenced above, or 46.4%, attained or surpassed the Average Net Sales of \$1,285,365. 174 of the 380 Company-owned restaurants used for calculating the Company Average and Median Net Sales, or 45.8%, attained or surpassed the Average Net Sales of \$1,302,662. 41 of the 90 franchise-owne

Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 84–89)

Question 10

What is the total number of Noodles & Company franchise agreements signed but outlets not opened across all states listed?

Accepted Answer

| State | Franchise Agreements Signed But Outlets Not Opened | Projected New Franchised Outlets in the Next Fiscal Year | Projected New Company-Owned Outlets in the Next Fiscal Year |
|---|---|---|---|
| Arizona | 0 | 0 | 1 |
| Arkansas | 1 | 1 | 0 |
| Colorado | 0 | 0 | 0 |
| Florida | 0 | 0 | 0 |
| Idaho | 0 | 0 | 0 |
| Illinois | 0 | 0 | 0 |
| Indiana | 0 | 0 | 0 |
| Iowa | 0 | 0 | 0 |
| Minnesota | 0 | 0 | 0 |
| New Mexico | 0 | 0 | 0 |
| North Carolina | 0 | 0 | 0 |
| North Dakota | 0 | 0 | 0 |
| Ohio | 0 | 0 | 0 |
| Pennsylvania | 0 | 0 | 0 |
| South Carolina | 0 | 0 | 0 |
| Texas | 0 | 0 | 0 |
| Utah | 0 | 0 | 0 |
| Virginia | 0 | 0 | 0 |
| Wisconsin | 0 | 0 | 1 |
| Total | 1 | 1 | 2 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 89–97)

Question 11

What was the total number of Noodles & Company outlets at the end of 2023?

Accepted Answer

| Outlet Type | Year | Outlets at Start of the Year | Outlets at End of the Year | Net Change |
|---|---|---|---|---|
| Franchised | 2022 | 76 | 93 | 17 |
|  | 2023 | 93 | 90 | -3 |
|  | 2024 | 90 | 92 | 2 |
| Company- | 2022 | 372 | 367 | -5 |
| Owned |  |  |  |  |
|  | 2023 | 367 | 380 | 13 |
|  | 2024 | 380 | 371 | -9 |
| Total Outlets | 2022 | 448 | 460 | 12 |
|  | 2023 | 460 | 460 | 0 |
|  | 2024 | 470 | 463 | -7 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 89–97)

Question 12

What was the total number of Noodles & Company outlets at the end of 2024?

Accepted Answer

| Outlet Type | Year | Outlets at Start of the Year | Outlets at End of the Year | Net Change |
|---|---|---|---|---|
| Franchised | 2022 | 76 | 93 | 17 |
|  | 2023 | 93 | 90 | -3 |
|  | 2024 | 90 | 92 | 2 |
| Company- | 2022 | 372 | 367 | -5 |
| Owned |  |  |  |  |
|  | 2023 | 367 | 380 | 13 |
|  | 2024 | 380 | 371 | -9 |
| Total Outlets | 2022 | 448 | 460 | 12 |
|  | 2023 | 460 | 460 | 0 |
|  | 2024 | 470 | 463 | -7 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 89–97)

Question 13

What was the total number of Noodles & Company outlets opened in 2022?

Accepted Answer

| Outlet Type | Year | Outlets at Start of the Year | Outlets at End of the Year | Net Change |
|---|---|---|---|---|
| Franchised | 2022 | 76 | 93 | 17 |
| Company- | 2022 | 372 | 367 | -5 |
| Total Outlets | 2022 | 448 | 460 | 12 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 89–97)

Question 14

What is the total number of projected new franchised Noodles & Company outlets in the next fiscal year across all states listed?

Accepted Answer

| State | Franchise Agreements Signed But Outlets Not Opened | Projected New Franchised Outlets in the Next Fiscal Year | Projected New Company-Owned Outlets in the Next Fiscal Year |
|---|---|---|---|
| Arizona | 0 | 0 | 1 |
| Arkansas | 1 | 1 | 0 |
| Colorado | 0 | 0 | 0 |
| Florida | 0 | 0 | 0 |
| Idaho | 0 | 0 | 0 |
| Illinois | 0 | 0 | 0 |
| Indiana | 0 | 0 | 0 |
| Iowa | 0 | 0 | 0 |
| Minnesota | 0 | 0 | 0 |
| New Mexico | 0 | 0 | 0 |
| North Carolina | 0 | 0 | 0 |
| North Dakota | 0 | 0 | 0 |
| Ohio | 0 | 0 | 0 |
| Pennsylvania | 0 | 0 | 0 |
| South Carolina | 0 | 0 | 0 |
| Texas | 0 | 0 | 0 |
| Utah | 0 | 0 | 0 |
| Virginia | 0 | 0 | 0 |
| Wisconsin | 0 | 0 | 1 |
| Total | 1 | 1 | 2 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 89–97)

Question 15

What is the difference between 'Leased Properties' and 'Subleased Properties' for a Noodles & Company franchise?

Accepted Answer

(i) If, prior to Closing, any material portion of a Leased or Subleased Property is taken by, becomes subject to proceedings for, or is voluntarily sold under threat of, eminent domain (a "Taking"), such that such property would no longer be reasonably suitable for the operation of a Noodles & Company restaurant, Seller shall notify Buyer thereof and either Buyer or Seller may terminate this Agreement only insofar as it relates to such Leased or Subleased Property upon notice given to the other Party within ten (10) days after such notice of Taking from Seller, and the Purchase Price shall be equitably adjusted as determined by Buyer and Seller. If, following a Taking, neither Buyer nor Seller elects to terminate this Agreement as to such property in accordance with this Section, then: (a) there shall be no reduction of the Purchase Price as a result of such Taking, (b) Seller shall pay to Buyer all proceeds theretofore or thereafter received by Seller with respect to such Taking, (c) Seller shall assign to Buyer all rights of Seller in and to such Taking proceeds, (d) Buyer shall accept such property at Closing in its then present "as is" condition, and (e) in no event shall the Closing be delayed as a result of such Taking. In the event of a Taking of all or a portion of a Subleased Property that results in termination of the Prime Lease for such Subleased Property prior to Closing, then this Agreement shall terminate only insofar as it relates to such

Subleased Property, and the Purchase Price shall be equitably adjusted as determined by Buyer and Seller.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 16

What are all the fees a Noodles & Company franchisee might expect to pay, combining the initial fees in Item 5 and the other fees listed in Item 6?

Accepted Answer

ankruptcy is required to be disclosed in this Item. # **ITEM 5 INITIAL FEES** # **Area Development Agreement.** Under the Area Development Agreement, you must pay a non-refundable development fee of \$35,000 for the first Noodles & Company restaurant contemplated to be opened by you and \$10,000 for each additional Noodles & Company restaurant you have agreed to open under the Area Development Agreement ("Development Fee"). The Development Fee is payable upon execution of the Area Development Agreement. The number of Noodles & Company restaurants that you may develop under a particular Area Development Agreement is determined by mutual agreement (with a minimum 3 restaurant commitment). The number of Noodles & Company restaurants we agree that you may develop will depend on a variety of factors, including: (1) the existing population and anticipated population growth within the Development Area; (2) competition within the Development Area; (3) the availability of acceptable locations; and (4) the number of Noodles & Company restaurants we estimate can be developed within the Development Area. The Development Fee is uniform for all franchisees, no portion of the Development Fee is refundable, and, except as provided below, the Development Fee is not credited against any other fees. # **Franchise Agreement.** The Franchise Fee is \$35,000 per restaurant. The Franchise Fee is due on the first to occur of: (1) the commencement of construction; (2) execution of the Franchise Agreement; or (3) the date the franchised restaurant is required to be opened under the Area Development Agreement. The \$35,000 Development Fee paid for the first Noodles & Company restaurant you are required to develop will be credited against the Franchise Fee due to us under the Franchise Agreement for that restaurant. For each additional Noodles & Company restaurant you are required to develop under the Area Development Agreement, the \$10,000 Development Fee for each restaurant will be credited against the Franchise Fee due to us under the Franchise Agreement for that restaurant, leaving a balance of \$25,000. These credits will only be applied if the total Development Fee due for all Noodles & Company restaurants you are required to develop under the Area Development Agreement was timely and fully paid. Except for the credits described above, and in the case of a sale of a Company-owned Restaurant, operation in a Non-Traditional Venue or joint venture, if any (see Item 1), the \$35,000 Franchise Fee is uniform to all Area Operators currently purchasing a franchise. No portion of the Franchise Fee is refundable. # Purchase of Existing Restaurant If you are purchasing an existing company-operated restaurant the amount of the purchase price will vary by restaurant based on a wide range of factors, including the assets being acquired, their location, their book value, their fair market value and other factors. The purchase price will be separately negotiated for each restaurant.

Question 17

How does the initial Development Fee for a Noodles & Company franchise (Item 5) compare to the total estimated initial investment (Item 7)?

Accepted Answer

pan id="page-17-0">**Area Development Agreement.** Under the Area Development Agreement, you must pay a non-refundable development fee of \$35,000 for the first Noodles & Company restaurant contemplated to be opened by you and \$10,000 for each additional Noodles & Company restaurant you have agreed to open under the Area Development Agreement ("Development Fee"). The Development Fee is payable upon execution of the Area Development Agreement. The number of Noodles & Company restaurants that you may develop under a particular Area Development Agreement is determined by mutual agreement (with a minimum 3 restaurant commitment). The number of Noodles & Company restaurants we agree that you may develop will depend on a variety of factors, including: (1) the existing population and anticipated population growth within the Development Area; (2) competition within the Development Area; (3) the availability of acceptable locations; and (4) the number of Noodles & Company restaurants we estimate can be developed within the Development Area. The Development Fee is uniform for all franchisees, no portion of the Development Fee is refundable, and, except as provided below, the Development Fee is not credited against any other fees. # **Franchise Agreement.** The Franchise Fee is \$35,000 per restaurant. The Franchise Fee is due on the first to occur of: (1) the commencement of construction; (2) execution of the Franchise Agreement; or (3) the date the franchised restaurant is required to be opened under the Area Development Agreement. The \$35,000 Development Fee paid for the first Noodles & Company restaurant you are required to develop will be credited against the Franchise Fee due to us under the Franchise Agreement for that restaurant. For each additional Noodles & Company restaurant you are required to develop under the Area Development Agreement, the \$10,000 Development Fee for each restaurant will be credited against the Franchise Fee due to us under the Franchise Agreement for that restaurant, leaving a balance of \$25,000. These credits will only be applied if the total Development Fee due for all Noodles & Company restaurants you are required to develop under the Area Development Agreement was timely and fully paid. Except for the credits described above, and in the case of a sale of a Company-owned Restaurant, operation in a Non-Traditional Venue or joint venture, if any (see Item 1), the \$35,000 Franchise Fee is uniform to all Area Operators currently purchasing a franchise. No portion of the Franchise Fee is refundable.

Question 18

How does the initial Development Fee for a Noodles & Company franchise (Item 5) relate to the franchisee's obligation to participate in the franchisor's marketing and advertising programs (Item 11)?

Accepted Answer

[Item 5: INITIAL FEES] # **Area Development Agreement.** Under the Area Development Agreement, you must pay a non-refundable development fee of $35,000 for the first Noodles & Company restaurant contemplated to be opened by you and $10,000 for each additional Noodles & Company restaurant you have agreed to open under the Area Development Agreement ("Development Fee"). The Development Fee is payable upon execution of the Area Development Agreement. The number of Noodles & Company restaurants that you may develop under a particular Area Development Agreement is determined by mutual agreement (with a minimum 3 restaurant commitment). The number of Noodles & Company restaurants we agree that you may develop will depend on a variety of factors, including: (1) the existing population and anticipated population growth within the Development Area; (2) competition within the Development Area; (3) the availability of acceptable locations; and (4) the number of Noodles & Company restaurants we

Question 19

How does the initial Development Fee for a Noodles & Company franchise (Item 5) relate to the franchisee's obligation to maintain the confidentiality of the franchisor's trade secrets?

Accepted Answer

You and your Owners, if any, may gain access to parts of Noodles & Company's Confidential Information as a result of investing in Franchisee.

The Confidential Information is proprietary and includes Noodles & Company trade secrets.

You and your Owners hereby agree that while you and they have a legal or beneficial ownership interest in Franchisee and indefinitely thereafter you and they: (a) will not use the Confidential Information in any other business or capacity (such use being an unfair method of competition); (b) will exert best efforts to maintain the confidentiality of the Confidential Information; (c) will not make unauthorized copies of any portion of the Confidential Information disclosed in written, electronic or other form; and (d) will not distribute, disclose, or otherwise cause the distribution of any Noodles & Company Confidential Information.

If you or your Owners cease to have an interest in Franchisee, you and your Owners, if any, must deliver to Noodles & Company any such Confidential Information in your or their possession.

Question 20

How does the initial Development Fee for a Noodles & Company franchise (Item 5) relate to the franchisee's obligation to pay ongoing royalty fees (Item 6)?

Accepted Answer

pan id="page-17-0">**Area Development Agreement.** Under the Area Development Agreement, you must pay a non-refundable development fee of \$35,000 for the first Noodles & Company restaurant contemplated to be opened by you and \$10,000 for each additional Noodles & Company restaurant you have agreed to open under the Area Development Agreement ("Development Fee"). The Development Fee is payable upon execution of the Area Development Agreement. The number of Noodles & Company restaurants that you may develop under a particular Area Development Agreement is determined by mutual agreement (with a minimum 3 restaurant commitment). The number of Noodles & Company restaurants we agree that you may develop will depend on a variety of factors, including: (1) the existing population and anticipated population growth within the Development Area; (2) competition within the Development Area; (3) the availability of acceptable locations; and (4) the number of Noodles & Company restaurants we estimate can be developed within the Development Area. The Development Fee is uniform for all franchisees, no portion of the Development Fee is refundable, and, except as provided below, the Development Fee is not credited against any other fees. # **Franchise Agreement.** The Franchise Fee is \$35,000 per restaurant. The Franchise Fee is due on the first to occur of: (1) the commencement of construction; (2) execution of the Franchise Agreement; or (3) the date the franchised restaurant is required to be opened under the Area Development Agreement. The \$35,000 Development Fee paid for the first Noodles & Company restaurant you are required to develop will be credited against the Franchise Fee due to us under the Franchise Agreement for that restaurant. For each additional Noodles & Company restaurant you are required to develop under the Area Development Agreement, the \$10,000 Development Fee for each restaurant will be credited against the Franchise Fee due to us under the Franchise Agreement for that restaurant, leaving a balance of \$25,000. These credits will only be applied if the total Development Fee due for all Noodles & Company restaurants you are required to develop under the Area Development Agreement was timely and fully paid. Except for the credits described above, and in the case of a sale of a Company-owned Restaurant, operation in a Non-Traditional Venue or joint venture, if any (see Item 1), the \$35,000 Franchise Fee is uniform to all Area Operators currently purchasing a franchise. No portion of the Franchise Fee is refundable.

Question 21

How do the ongoing fees for a Noodles & Company franchise (Item 6) compare to the estimated initial investment (Item 7), and what does this suggest about the long-term financial commitment?

Accepted Answer

6.02 Royalty Fees. You agree to pay us a continuing royalty fee in the amount of 5.0% of Net Royalty Sales (the "Royalty Fee") for each Reporting Period. A Reporting Period shall be defined as each one week period commencing on Wednesday and ending on Tuesday, or such other period as we shall determine from time to time. A Sweep Period shall be the period of time for which a Sweep of Area Operator's account has been made by Noodles & Company to obtain the Royalty Fee for Net Royalty Sales that have occurred, but for which a prior Sweep was not made.

Question 22

What is the relationship between the initial Development Fee for a Noodles & Company restaurant in Item 5 and the ongoing fees potentially incurred as described in Item 6?

Accepted Answer

pan id="page-17-0">**Area Development Agreement.** Under the Area Development Agreement, you must pay a non-refundable development fee of \$35,000 for the first Noodles & Company restaurant contemplated to be opened by you and \$10,000 for each additional Noodles & Company restaurant you have agreed to open under the Area Development Agreement ("Development Fee"). The Development Fee is payable upon execution of the Area Development Agreement. The number of Noodles & Company restaurants that you may develop under a particular Area Development Agreement is determined by mutual agreement (with a minimum 3 restaurant commitment). The number of Noodles & Company restaurants we agree that you may develop will depend on a variety of factors, including: (1) the existing population and anticipated population growth within the Development Area; (2) competition within the Development Area; (3) the availability of acceptable locations; and (4) the number of Noodles & Company restaurants we estimate can be developed within the Development Area. The Development Fee is uniform for all franchisees, no portion of the Development Fee is refundable, and, except as provided below, the Development Fee is not credited against any other fees. # **Franchise Agreement.** The Franchise Fee is \$35,000 per restaurant. The Franchise Fee is due on the first to occur of: (1) the commencement of construction; (2) execution of the Franchise Agreement; or (3) the date the franchised restaurant is required to be opened under the Area Development Agreement. The \$35,000 Development Fee paid for the first Noodles & Company restaurant you are required to develop will be credited against the Franchise Fee due to us under the Franchise Agreement for that restaurant. For each additional Noodles & Company restaurant you are required to develop under the Area Development Agreement, the \$10,000 Development Fee for each restaurant will be credited against the Franchise Fee due to us under the Franchise Agreement for that restaurant, leaving a balance of \$25,000. These credits will only be applied if the total Development Fee due for all Noodles & Company restaurants you are required to develop under the Area Development Agreement was timely and fully paid. Except for the credits described above, and in the case of a sale of a Company-owned Restaurant, operation in a Non-Traditional Venue or joint venture, if any (see Item 1), the \$35,000 Franchise Fee is unif

Question 23

What is the relationship between the initial investment for a Noodles & Company franchise (Item 7) and the ongoing fees that the franchisee will be required to pay (Item 6)?

Accepted Answer

6.02 Royalty Fees. You agree to pay us a continuing royalty fee in the amount of 5.0% of Net Royalty Sales (the "Royalty Fee") for each Reporting Period. A Reporting Period shall be defined as each one week period commencing on Wednesday and ending on Tuesday, or such other period as we shall determine from time to time. A Sweep Period shall be the period of time for which a Sweep of Area Operator's account has been made by Noodles & Company to obtain the Royalty Fee for Net Royalty Sales that have occurred, but for which a prior Sweep was not made.

- 4. These items include amounts paid to each marketing fund, marketing cooperative and amounts generally expended by you for marketing your Noodles & Company restaurant. Currently, you do not pay an ABDF fee, but we reserve the right to collect an ABDF fee in the future upon notice to you that we will begin collecting this fee. We will collect the ABDF and MAF from you each Reporting Period. We may require documentation from you demonstrating that you have spent your FMF on acceptable Field Marketing activities as approved by Noodles & Company in its sole discretion for each of your fiscal quarters. You must pay directly the vendors or partners in the marketing program as the program is implemented and must provide documentation regarding all payments on the 15th day of each month to Noodles & Company upon our written request. If you do not spend the required FMF, we may collect the funds from you and spend them on Field Marketing on your behalf.

The Franchise Fee is $35,000 per restaurant. The Franchise Fee is due on the first to occur of: (1) the commencement of construction; (2) execution of the Franchise Agreement; or (3) the date the franchised restaurant is required to be opened under the Area Development Agreement.

- 1. The above table includes costs incurred to open 10 recently opened Companyowned restaurants in the trailing 12-month period ended December 31, 2024. These restaurants ranged in size from 2,000 to 3,500 square feet with an average of 2,400 square feet. The amounts included in the table represent the low and high costs for each major cost category of the initial investment, but do not represent an individual restaurant cost in total. Further, the amounts included in the table represent cost categories for restaurants that vary widely including structural type, geographical location and utilization of union labor. Examples of structural type and geographical location include, but are not limited to, retrofitted sites, new construction, delivered construction, end-cap, free-standing and inline real estate within urban, suburban and rural geographies. These costs include all of our out-of-pocket costs to develop and open a Company-owned Restaurant net of tenant improvement allowances adding in a Franchise Fee for illustrative purposes.

Question 24

Is the $35,000 Franchise Fee uniform for all Noodles & Company Area Operators?

Accepted Answer

credited against any other fees.

# **Franchise Agreement.**

The Franchise Fee is \$35,000 per restaurant. The Franchise Fee is due on the first to occur of: (1) the commencement of construction; (2) execution of the Franchise Agreement; or (3) the date the franchised restaurant is required to be opened under the Area Development Agreement. The \$35,000 Development Fee paid for the first Noodles & Company restaurant you are required to develop will be credited against the Franchise Fee due to us under the Franchise Agreement for that restaurant. For each additional Noodles & Company restaurant you are required to develop under the Area Development Agreement, the \$10,000 Development Fee for each restaurant will be credited against the Franchise Fee due to us under the Franchise Agreement for that restaurant, leaving a balance of \$25,000. These credits will only be applied if the total Development Fee due for all Noodles & Company restaurants you are required to develop under the Area Development Agreement was timely and fully paid. Except for the credits described above, and in the case of a sale of a Company-owned Restaurant, operation in a Non-Traditional Venue or joint venture, if any (see Item 1), the \$35,000 Franchise Fee is unif

Source: Item 5 — INITIAL FEES (FDD page 18)

Question 25

According to the Noodles & Company agreement, what happens in the event of any conflict of law?

Accepted Answer

Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. 1051 et seq.) or other federal law, this Agreement shall be interpreted under the laws of the State of Colorado, excluding its choice of laws rules.

This Agreement shall be construed under the laws of the State of Colorado, provided the foregoing shall not constitute a waiver of any of your rights under any applicable franchise law of another state.

Otherwise, in the event of any conflict of law, Colorado law will prevail, without regard to its conflict of law principles.

However, if any provision of this Agreement would not be enforceable under Colorado law, and if your Noodles & Company Restaurant is located outside of Colorado and such provision would be

enforceable under the laws of the state in which your Noodles & Company Restaurant is located, then such provision shall be construed under the laws of that state.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 26

According to the agreement, if a Noodles & Company restaurant is damaged before closing and repair costs are estimated at $10,000 or more, what options does the seller have?

Accepted Answer

n, then: (a) there shall be no reduction of the Purchase Price as a result of such Taking, (b) Seller shall pay to Buyer all proceeds theretofore or thereafter received by Seller with respect to such Taking, (c) Seller shall assign to Buyer all rights of Seller in and to such Taking proceeds, (d) Buyer shall accept such property at Closing in its then present "as is" condition, and (e) in no event shall the Closing be delayed as a result of such Taking. In the event of a Taking of all or a portion of a Subleased Property that results in termination of the Prime Lease for such Subleased Property prior to Closing, then this Agreement shall terminate only insofar as it relates to such

Subleased Property, and the Purchase Price shall be equitably adjusted as determined by Buyer and Seller.

(ii) If, prior to Closing, any Restaurant shall be damaged or destroye

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 27

According to the Noodles & Company Area Development Agreement Addendum, what law's jurisdictional requirements must be met independently of the addendum for its provisions to be effective?

Accepted Answer

| This Addendum to the Noodles & Company Area Development Agreement dated between Noodles & Company and                                                                                                                                                                                                                                                                                                                          |                                                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|
| ("Area Operator") is entered into simultaneously with the execution of the Area |  |
| Development Agreement. |  |
| 1. |  |
| The provisions of this Addendum form an integral part of, and are incorporated |  |
| into the Area Development Agreement. This Addendum is being executed because: (A) |  |
| the offer or sale of a franchise to Area Operator was made in the State of Rhode Island; |  |
| (B) Area Operator is a resident of the State of Rhode Island; and/or (C) part or all of the |  |
| Development Area is located in the State of Rhode Island. |  |
| 2. |  |
| The following sentence is added to Sections 10.01 and 10.04: |  |
| Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that: |  |
| "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside |  |
| this state or requiring the application of the laws of another state is void with respect to a |  |
| claim otherwise enforceable under this Act." |  |
| 3. |  |
| The provisions of this Addendum will be effective only to the extent that the |  |
| jurisdictional requirements of the Rhode Island Franchise Investment Law are met |  |
| independently of this Addendum. |  |
| 4. | Any capitalized terms that are not defined in this Addendum shall have the |
| meaning given them in the Area Development Agreement. |  |
| 5. | Except as expressly modified by this Addendum, the Area Development |
| Agreement remains unmodified and in full force and effect. |  |
| ATTEST: | NOODLES & COMPANY: |
| By: | By: |
| Print Name: | Print Name: |
| Title: | Title: Date: |
| ATTEST/WITNESS: | AREA OPERATOR: Date: |

Source: Item 22 — CONTRACTS (FDD pages 98–99)

Question 28

According to California law, does a general release extend to claims that the releasing party does not know or suspect to exist at the time of executing the release with Noodles & Company?

Accepted Answer

**Acknowledgment of Releases under California Law**. **Each Party granting a release acknowledges a familiarity with Section 1542 of the Civil Code of the State of California, which provides as follows:**

**"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."**

**Each Party granting a release under this Rider recognizes that he, she, or it may have some claim, demand, or cause of action against the other parties of which he, she, or it is unaware and unsuspecting, and which he, she, or it is giving up by signing this Agreement. Each party granting a release hereby waives and**

**relinquishes every right or benefit which he, she, or it has under Section 1542 of the Civil Code of the State of California, and any similar statute under any other state or federal law, to the fullest extent that such right or benefit may lawfully be waived.**

Source: Item 22 — CONTRACTS (FDD pages 98–99)

Question 29

According to the FDD, does Noodles & Company's obligation to defend a franchisee extend to costs not covered by insurance?

Accepted Answer

Notwithstanding anything to the contrary in this Agreement, in the event that Noodles & Company's insurance does not cover either the costs of defense or

attorney's fees, or any portion of them, or damages, liability or settlement amounts, or any portion of them, associated with any Indemnified Claim or other claim for which Area Operator is otherwise entitled to indemnification, Noodles & Company is not obligated to indemnify Area Operator to the extent that Noodles & Company's insurance does not provide coverage. Furthermore, Noodles & Company's obligation to indemnify, defend or pay for damages of any claim for which Area Operator would otherwise be entitled to indemnification arises only if and to the extent that Area Operator's insurance coverage does not or would not (absent any right to indemnification by Noodles & Company) provide coverage for such claims. In the event that Area Operator has failed to obtain and keep in force all policies that it is obligated to carry under the terms of its agreements with Noodles & Company and one or more of such policies would or could have provided coverage for the claim, then Noodles & Company is not obligated to indemnify, defend or pay damages, settlements, or have any liability for such claim.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 30

According to the Noodles & Company franchise agreement, can Noodles & Company designate different procedures or rules for mediation through manuals or other written means?

Accepted Answer

19.01 Mediation, Jurisdiction and Venue. Except for claims by either party for payments owed by one party to the other and except for claims requesting injunctive relief, any controversy or claim arising out of or relating to this Agreement or the making, interpretation, or performance hereof, shall first be submitted to mediation. The parties shall agree on a single mediator within 30 days after notice by the complaining party, and if no mediator is mutually agreed upon within such 30 days, then the mediation shall be submitted by the complaining party to the American Arbitration Association's ("AAA's") regional office located closest to our principal place of business. The mediation proceedings shall be conducted in the city where we then have our principal place of business. You agree and acknowledge that Noodles & Company may, through manuals, or otherwise in writing, designate different procedures or rules for any mediation.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 31

According to the Noodles & Company Franchise Agreement, what is the threshold for a restaurant's per-person average check that would exempt it from being considered a 'Competitive Business'?

Accepted Answer

Restrictions in this Agreement on competitive activities do not apply to: (a) the ownership or operation of other Noodles & Company restaurants we or our Affiliates licenses; (b) the ownership of shares of a class of securities that are listed on a public stock exchange or traded on the over-the-counter market and that represent less than 5% of that class of securities; or (c) any restaurant concept whose per person average check during the preceding 12 months was more than 50% higher or lower than Noodles & Company per person average check for the same period.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 32

According to Item 19, under what conditions can a Noodles & Company franchisor provide financial performance information that differs from what is included in the FDD?

Accepted Answer

Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying, or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances.

Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 84–89)

Question 33

Does the Noodles & Company agreement allow for any exceptions to the non-compete clause after the termination of the franchise agreement?

Accepted Answer

You and each of your Owners expressly acknowledge the possession of skills and abilities of a general nature and other opportunities for exploiting such skills in other ways, so that enforcement of the covenants contained in this Agreement will not deprive any of you of your personal goodwill or ability to earn a living. If you or any of your Owners fail or refuse to abide by any of the foregoing covenants and we obtain enforcement in a judicial or arbitration proceeding, the obligations under the breached
covenant will continue in effect for a period of time ending two years after the date such person starts compliance with the order enforcing the covenant.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 34

Does the Noodles & Company agreement require the buyer to take any specific actions to mitigate damages before seeking indemnification?

Accepted Answer

- (d) Notwithstanding anything to the contrary in this Agreement, in the event that Noodles & Company's insurance does not cover either the costs of defense or

attorney's fees, or any portion of them, or damages, liability or settlement amounts, or any portion of them, associated with any Indemnified Claim or other claim for which Area Operator is otherwise entitled to indemnification, Noodles & Company is not obligated to indemnify Area Operator to the extent that Noodles & Company's insurance does not provide coverage. Furthermore, Noodles & Company's obligation to indemnify, defend or pay for damages of any claim for which Area Operator would otherwise be entitled to indemnification arises only if and to the extent that Area Operator's insurance coverage does not or would not (absent any right to indemnification by Noodles & Company) provide coverage for such claims. In the event that Area Operator has failed to obtain and keep in force all policies that it is obligated to carry under the terms of its agreements with Noodles & Company and one or more of such policies would or could have provided coverage for the claim, then Noodles & Company is not obligated to indemnify, defend or pay damages, settlements, or have any liability for such claim.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 35

Does the Noodles & Company agreement specify which state's laws govern the interpretation of the indemnification clauses?

Accepted Answer

Each Party agrees to indemnify the other from and against any claims for commissions by any person claiming a commission through the indemnifying Party.

- **1.f Governing Law.** This Agreement shall be construed in accordance with the laws of the State of Colorado without regard to any applicable conflicts of law.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 36

Does the Noodles & Company Area Development Agreement Addendum modify the original agreement in any way?

Accepted Answer

| This Addendum to the Noodles & Company Area Development Agreement dated between Noodles & Company and                                                                                                                                                                                                                                                                                                                          |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|
| ("Area Operator") is entered into simultaneously with the execution of the Area |  |
| Development Agreement. |  |
| 1. |  |
| The provisions of this Addendum form an integral part of, and are incorporated |  |
| into the Area Development Agreement. This Addendum is being executed because: (A) |  |
| the offer or sale of a franchise to Area Operator was made in the State of Rhode Island; |  |
| (B) Area Operator is a resident of the State of Rhode Island; and/or (C) part or all of the |  |
| Development Area is located in the State of Rhode Island. |  |
| 2. |  |
| The following sentence is added to Sections 10.01 and 10.04: |  |
| Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that: |  |
| "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside |  |
| this state or requiring the application of the laws of another state is void with respect to a |  |
| claim otherwise enforceable under this Act." |  |
| 3. |  |
| The provisions of this Addendum will be effective only to the extent that the |  |
| jurisdictional requirements of the Rhode Island Franchise Investment Law are met |  |
| independently of this Addendum. |  |
| 4. | Any capitalized terms that are not defined in this Addendum shall have the |
| meaning given them in the Area Development Agreement. |  |
| 5. | Except as expressly modified by this Addendum, the Area Development |
| Agreement remains unmodified and in full force and effect. |  |
| ATTEST: | NOODLES & COMPANY: |
| By: | By: |
| Print Name: | Print Name: |
| Title: | Title: Date: |
| ATTEST/WITNESS: | AREA OPERATOR: Date: |

# **ADDENDUM TO THE NOODLES & COMPANY AREA DEVELOPMENT AGREEMENT REQUIRED FOR MINNESOTA FRANCHISEES**

This Addendum to the Noodles & Company Area Development Agreement dated ______ between Noodles & Company and __________________________________________ ("Area Operator") is entered into simultaneously with the execution of the Area

Development Agreement.

- **1.** The provisions of this Addendum form an integral part of, and are incorporated into, the Area Development Agreement. This Addendum is being executed because: **(A)** the offer or sale of a franchise to Area Operator was made in the State of Minnesota; **(B)** Area Operator is a resident of the State of Minnesota; and/or **(C)** part or all of the Development Area is located in the State of Minnesota.
- **2.** The following sentence is added to the end of Sections 3.02 and 7.02(g):

Notwithstanding the foregoing, Area Operator will not be required to assent to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§ 80C.01 - 80C.22.

- **3.** Section 6.07(c) is deleted and replaced with the following:
- (c) therefore, Noodles & Company shall be entitled, in addition to any other remedies which it may have hereunder, at law, or in equity, to obtain specific performance of or an injunction against the violation of the requirements of this Agreement.
- **4.** The following sentence is added to the end of Section 8:

With respect to franchises governed by Minnesota law, Noodles & Company will comply with Minnesota Statute § 80C.14, Subdivision 3, 4, and 5, which require, except in certain cases, that a Area Operator be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of the franchise agreements.

**5.** The following sentences are added to the end of Sections 10.01, 10.04 and 10.05:

Minnesota Statute § 80C.21 and Minnesota Rule 2860.4400J prohibit Noodles & Company from requiring litigation to be conducted outside Minnesota. In addition, nothing in the disclosure document or agreements can abrogate or reduce any of Area Operator's rights as provided for in Minnesota Statutes, Chapter 80C, or Area Operator's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.

**6.** The second sentence of Section 10.02 is deleted and replaced with the following:

We may pursue such injunctive relief upon due notice, in addition to such further and other relief as may be available at equity or law, and your sole remedy in the event of the entry of such injunction, shall be its dissolution, if warranted, upon hearing duly

held (all claims for damages by reason of the wrongful issuance of any such injunction being expressly waived).

**7.** The following sentence is added to the end of Sections 10.05(b) and 11.03:

Minnesota Statute § 80C.17, Subdivision 5, provides that no action may be commenced pursuant to that Section more than three years after the cause of action accrues.

- **8.** Section 10.05(d) is deleted.
- **9.** The provisions of this Addendum will be effective only to the extent that the jurisdictional requirements of the Minnesota Franchise Act and the Rules and Regulation promulgated thereunder are met independently of this Addendum.
- **10.** Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Area Development Agreement.
- **11.** Except as expressly modified by this Addendum, the Area Development Agreement remains unmodified and in full force

# **ADDENDUM TO THE NOODLES & COMPANY FRANCHISE AGREEMENT REQUIRED FOR NORTH DAKOTA FRANCHISEES**

This Addendum to the Noodles & Company Franchise Agreement dated between Noodles & Company and ("Area Operator") is entered into simultaneously with the execution of the Franchise Agreement.
- **1.** The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement. This Addendum is being executed because: **(A)** the offer or sale of the franchise to Area Operator was made in the State of North Dakota; **(B)** Area Operator is a resident of the State of North Dakota; and/or **(C)** your Noodles & Company Restaurant will be located or operated in the State of North Dakota.
- **2.** ACKNOWLEDGMENTS. The acknowledgments in Sections 1.02 (c), (d) and (e) of the Franchise Agreement are hereby deleted.
- **3.** The following sentence is added to the end of Sections 7 and 16.05:

Covenants not to compete are generally considered unenforceable in the State of North Dakota.

**4.** The following sentences are added to the end of Section 19.01:

Pursuant to the North Dakota Franchise Investment Law, any provision requiring franchisees to consent to the jurisdiction of courts outside North Dakota or to consent to the application of laws of a state other than North Dakota is void. Further, any provision requiring franchisees to agree to the arbitration or mediation of disputes at a location that is remote from the franchisee's business has been deemed unfair, unjust, or inequitable by the North Dakota Securities Commissioner. Accordingly, the site of arbitration or mediation must be agreeable to all parties.

**5.** The following sentence is added to the end of Section 19.04:

Pursuant to the North Dakota Franchise Investment Law, any provision requiring franchisees to consent to the jurisdiction of courts outside North Dakota or to consent to the application of laws of a state other than North Dakota is void.

- **9.** Except as expressly modified by this Addendum, the Area Development

Agreement remains unmodified and in full force and effect.

- **1.** The provisions of this Addendum form an integral part of, and are incorporated into the Area Development Agreement. This Addendum is being executed because: **(A)** the offer or sale of a franchise to Area Operator was made in the State of Maryland; **(B)** Area Operator is a resident of the State of Maryland; and/or **(C)** part or all of the Development Area is located in the State of Maryland.
- **2**. The following language is added to the end of Section 2.01:

Despite the payment provisions above, we will defer your payment of the Development Fee until you have commenced operating your first Noodles & Company restaurant. You must pay us the full Development Fee on the date you commence operating that Noodles & Company restaurant.

**3.** The following sentence is added to the end of Sections 3.02 and 7.02(g):

Any provision requiring you to sign a general release of claims against us does not release any claim you may have under the Maryland Franchise Registration and Disclosure Law.

**4.** The following sentence is added to the end of Section 10.01:

Notwithstanding the foregoing, you may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.

**5.** The following sentence is added to the end of Sections 10.05(b) and 11.03:

Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise.

**6.** The following sentence is added to the end of Section 11:

Section 14-226 of the Maryland Franchise Registration and Disclosure Law prohibits a franchisor from requiring a prospective area operator to assent to any release, estoppel, or waiver of liability as a condition of purchasing a franchise. Representations in this Agreement are not intended to, nor will they act as a release, estoppel, or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

**7.** Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Area Development Agreement.

Source: Item 22 — CONTRACTS (FDD pages 98–99)

Question 37

After the Area Development Agreement terminates or expires, can Noodles & Company operate Noodles & Company restaurants within my Development Area, but outside my Protected Area?

Accepted Answer

Except for the rights specifically granted to you, we reserve the following rights:

- (1) To operate and license others to operate Noodles & Company restaurants at any location outside of your Development Area.
- (2) To operate and license others to operate Noodles & Company restaurants at any location within your Development Area (other than within the Protected Area for any of your then-operating Noodles & Company restaurants) after the Area Development Agreement terminates or expires.

Source: Item 12 — TERRITORY (FDD pages 48–53)

Question 38

When does Noodles & Company begin charging for lease reviews, and where are the rates listed?

Accepted Answer

We have the right to approve and modify the terms of any lease, sublease or purchase contract for the Premises, and you agree to deliver a copy to us for our approval before you sign it. Beginning with the Lease for your third Restaurant, we may charge you for our Lease review at the rates listed in our then current Operations Manual.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 39

Does Noodles & Company believe the high end of the initial investment cost range is indicative of future costs?

Accepted Answer

- 1. The above table includes costs incurred to open 10 recently opened Companyowned restaurants in the trailing 12-month period ended December 31, 2024. These restaurants ranged in size from 2,000 to 3,500 square feet with an average of 2,400 square feet. The amounts included in the table represent the low and high costs for each major cost category of the initial investment, but do not represent an individual restaurant cost in total. Further, the amounts included in the table represent cost categories for restaurants that vary widely including structural type, geographical location and utilization of union labor. Examples of structural type and geographical location include, but are not limited to, retrofitted sites, new construction, delivered construction, end-cap, free-standing and inline real estate within urban, suburban and rural geographies. These costs include all of our out-of-pocket costs to develop and open a Company-owned Restaurant net of tenant improvement allowances adding in a Franchise Fee for illustrative purposes. The Company believes these costs to be an indicator of costs to open a Franchise restaurant, however, we believe the high end of the range may not be indicative of where costs may be going forward. For example, we are exploring the use of a smaller restaurant footprint which may result in lower costs across many categories. If there are changes to our restaurant prototype it is possible that such changes will affect the costs shown here. The number of Noodles & Company restaurants that you may develop under a particular Area Development Agreement is determined by mutual agreement (with a minimum 3 restaurant commitment).
- 2. All amounts paid to Noodles & Company are non-refundable unless otherwise noted. Whether any amounts paid to third parties are refundable will vary based on the practice in the area where your Noodles & Company restaurant is located and/or your requirements with such third parties.

- 3.

Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 23–27)

Question 40

Besides Colorado law, what other law might govern the Noodles & Company franchise agreement?

Accepted Answer

Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. 1051 et seq.) or other federal law, this Agreement shall be interpreted under the laws of the State of Colorado, excluding its choice of laws rules. This Agreement shall be construed under the laws of the State of Colorado, provided the foregoing shall not constitute a waiver of any of your rights under any applicable franchise law of another state. Otherwise, in the event of any conflict of law, Colorado law will prevail, without regard to its conflict of law principles. However, if any provision of this Agreement would not be enforceable under Colorado law, and if your Noodles & Company Restaurant is located outside of Colorado and such provision would be enforceable under the laws of the state in which your Noodles & Company Restaurant is located, then such provision shall be construed under the laws of that state.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 41

How is the Noodles & Company 'Change Fund' amount determined if it is not the amount specified?

Accepted Answer

Without any vote and in our sole discretion, we reserve the right to change the requirement for BDF contributions (as well as the requirement for FMF and the MAF contributions) up to an aggregate maximum of 5.5% allocated amongst the funds as we determine is best for the Noodles & Company System. Notwithstanding the above, we also reserve the right to change the aggregate maximum for BDF contributions (as well as the requirement for FMF and the MAF contributions) without regard to the limitation set forth in the preceding sentence, in the

future by gaining an approval vote by 66% of all then-existing Company-owned and franchised Noodles & Company Restaurants. Voting will be accomplished through a system of one vote per eligible Noodles & Company Restaurant. Cooperatives may choose to exceed the minimums established by the Company in accordance with their bylaws.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 42

What conditions must be met before Noodles & Company is obligated to grant a franchise agreement for any proposed site?

Accepted Answer

All such information shall be verified by you and your Principal Owners as being complete and accurate in all respects, shall be submitted to us in accordance with our requirements and will be relied on by us in determining whether to grant a franchise for the proposed Noodles & Company restaurant. We may refuse to grant you a franchise for a Noodles & Company restaurant; (i) if you fail to demonstrate sufficient financial and management capabilities to properly develop and operate the proposed Noodles & Company restaurant and the then-existing Noodles & Company restaurants you and your Affiliates own; (ii) you have failed to properly develop and operate on a continuous basis the then-existing Noodles & Company restaurants you and your Affiliates own; (iii) you have failed to fully comply with this Agreement and any franchise agreements between you and us, including the Development Schedule within the Development Periods; or (iv) you are ineligible to hold or will be, in our opinion, unable to obtain a liquor license for each Noodles & Company restaurant contemplated by this Agreement. We will evaluate such financial and management capabilities in accordance with the then-current standards we use to establish Noodles & Company restaurants in other comparable market areas. We may also require you to submit a business plan for any proposed site. The absence of any of the failures described in Section 3.03 (i) through (iv) herein is each a condition precedent to any obligation of Noodles & Company to grant a franchise agreement for any proposed site or other performance of this Agreement.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 43

What are the conditions under which a Noodles & Company franchisee can cater to businesses within their Protected Area?

Accepted Answer

In connection with any catering program approved, implemented or maintained by us, you shall have the right to cater to businesses or other locations within the Protected Area if you follow all procedures and menu requirements, purchase all supplies, products and ingredients through Approved Suppliers and Designated Suppliers, and otherwise follow the Operations Manual as to catering.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 44

What Consolidated Fixed Charge Coverage Ratio must Noodles & Company satisfy to use the general restricted payment basket under the Second Amendment?

Accepted Answer

On October 29, 2024, the Company amended its A&R Credit Agreement, by entering into that certain Second Amendment to Amended and Restated Credit Agreement (the "Second Amendment"). Among the modifications, the Second Amendment: (i) increased the maximum applicable rate ranges (A) with respect to SOFR loans, from 1.75% - 3.00% to 1.75% - 3.75% per annum and (B) with respect to base rate loans, from 0.75% - 2.00% to 0.75% - 2.75% per annum, in each case as determined by the Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement), (ii) conditioned the use of the general restricted payment basket on satisfaction of a Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement) of less than or equal to 4.00 to 1.00 and a Consolidated Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) of greater than or equal to 1.25 to 1.00, (iii) restricted entry into new lease agreements so long as the Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement) in Section 7.11(a) of the Credit Agreement is greater than or equal to 4.50 to 1.00, (iv) increased the Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement) in Section 7.11(a) of the Credit Agreement to be no greater than (x) 5.50 to 1.00 for the fiscal quarter ending on October 1, 2024 until and including the last day of the fiscal quarter ending September 30, 2025 and (y)

Source: Item 22 — CONTRACTS (FDD pages 98–99)

Question 45

What Consolidated Total Lease Adjusted Leverage Ratio must Noodles & Company satisfy to use the general restricted payment basket under the Second Amendment?

Accepted Answer

On October 29, 2024, the Company amended its A&R Credit Agreement, by entering into that certain Second Amendment to Amended and Restated Credit Agreement (the "Second Amendment"). Among the modifications, the Second Amendment: (i) increased the maximum applicable rate ranges (A) with respect to SOFR loans, from 1.75% - 3.00% to 1.75% - 3.75% per annum and (B) with respect to base rate loans, from 0.75% - 2.00% to 0.75% - 2.75% per annum, in each case as determined by the Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement), (ii) conditioned the use of the general restricted payment basket on satisfaction of a Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement) of less than or equal to 4.00 to 1.00 and a Consolidated Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) of greater than or equal to 1.25 to 1.00, (iii) restricted entry into new lease agreements so long as the Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement) in Section 7.11(a) of the Credit Agreement is greater than or equal to 4.50 to 1.00, (iv) increased the Consolidated Total Lease Adjusted Leverage Ratio (as defined in the A&R Credit Agreement) in Section 7.11(a) of the Credit Agreement to be no greater than (x) 5.50 to 1.00 for the fiscal quarter ending on October 1, 2024 until and including the last day of the fiscal quarter ending September 30, 2025 and (y)

Source: Item 22 — CONTRACTS (FDD pages 98–99)

Question 46

Are contracts for goods or services related to the operation of the Noodles & Company Restaurants automatically included as 'Assumed Contracts'?

Accepted Answer

You further agree to provide to us accurate information as to your volume usage as to any and all ingredients and products used and/or anticipated to be used in your Noodles & Company Restaurants and you authorize us to use and report such information as we deem appropriate in contract negotiations and maintenance and other purposes as we deem appropriate. You further agree that we have the right to enter into vendor contracts and relationships that benefit you and that bind you, all as we deem appropriate.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 47

Does Noodles & Company currently mandate retail prices for Noodles & Company restaurants?

Accepted Answer

We will periodically issue specifications, standards, methods and operating procedures for Noodles & Company restaurants. (Franchise Agreement, Sections 4.02, 9 and 12); and, to the extent permitted by law, periodically recommend or require minimum or maximum prices for the products your Restaurant sells, including through the use of coupons, price point promotions, special promotions, Multi-Area Marketing Programs, and product launches. (Franchise Agreement, Section 10.06);

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 36–48)

Question 48

Can Noodles & Company develop locations within a franchisee's Protected Area if they are considered 'Non-Traditional Venues', regardless of their proximity to the franchisee's Noodles & Company restaurant?

Accepted Answer

You acknowledge, however, that certain locations within the Protected Area are by their nature unique and separate in character from the sites to which we intend to grant you a franchise; such sites are referred to as "Non-Traditional Venues." As a result, you agree that Non-Traditional Venues are excluded from the Protected Area and we shall have the right to develop (by direct ownership, franchising, licensing or other means) such locations even if such sites are located within the Protected Area and regardless of the proximity of such sites to any Noodles & Company Restaurant for which you have, or might have in the future, a franchise. Non-Traditional Venues include, for example: (i) transportation facilities, including airports, train stations, subways and rail, and bus stations; (ii) military bases and government offices; (iii) sports facilities, including stadiums and arenas; (iv) amusement parks, zoos, and convention centers; (v) car and truck rest stops, and travel centers and Limited Access Highway oasis and rest and service areas; (vi) casinos; (vii) food courts; (viii) Indian reservations; and (ix) museums.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 49

Does Noodles & Company have the discretion to determine if a closed restaurant needs to be relocated?

Accepted Answer

For the duration of the Term, you have the obligation to relocate a closed Noodles & Company Restaurant at a mutually acceptable location, unless we determine otherwise at our discretion.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 50

What is the effect of the 'no waiver or disclaimer of reliance' provision on other documents executed in connection with the Noodles & Company franchise?

Accepted Answer

No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.

Source: Item 22 — CONTRACTS (FDD pages 98–99)

Question 51

In the event that any condition is not satisfied, does the seller have the right to extend the time for closing the Noodles & Company transaction, and if so, for how long?

Accepted Answer

The obligations of Seller to effect the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver at or prior to the Closing Date of the following conditions set forth below. In the event any condition is not satisfied as aforesaid, Seller shall have the right to extend the Closing for up to sixty (60) days.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 52

In the event of damage to a Noodles & Company restaurant requiring repairs estimated at $10,000 or more, and the seller does not elect to repair, how is the purchase price adjusted?

Accepted Answer

n, then: (a) there shall be no reduction of the Purchase Price as a result of such Taking, (b) Seller shall pay to Buyer all proceeds theretofore or thereafter received by Seller with respect to such Taking, (c) Seller shall assign to Buyer all rights of Seller in and to such Taking proceeds, (d) Buyer shall accept such property at Closing in its then present "as is" condition, and (e) in no event shall the Closing be delayed as a result of such Taking. In the event of a Taking of all or a portion of a Subleased Property that results in termination of the Prime Lease for such Subleased Property prior to Closing, then this Agreement shall terminate only insofar as it relates to such

Subleased Property, and the Purchase Price shall be equitably adjusted as determined by Buyer and Seller.

(ii) If, prior to Closing, any Restaurant shall be damaged or destroye

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 53

In the event of an inconsistency between the Noodles & Company Renewal Franchise Agreement and the Rider, which document's terms will control?

Accepted Answer

16. **Rider to Control**. Except as provided in this Rider, the Renewal Franchise Agreement remains in full force and effect as originally written. If there is any inconsistency between the Renewal Franchise Agreement and this Rider, this Rider's terms will control.

Source: Item 22 — CONTRACTS (FDD pages 98–99)

Question 54

Does the exclusion of Non-Traditional Venues from the Development Area affect any Protected Area under any Noodles & Company Franchise Agreement?

Accepted Answer

- (d) You acknowledge, however, that certain locations within the Development Area are by their nature unique and separate in character from the sites to which we intend to grant you a franchise or area Development Rights pursuant to this Agreement; such sites are referred to as "Non-Traditional Venues." As a result, you agree that Non-Traditional Venues are excluded from the Development Area (and any Protected Area under any Franchise Agreement) and we shall have the right to develop (by direct ownership, franchising, licensing or other means) such locations, even if such sites are located within the Development Area (and any Protected Area under any Franchise Agreement) and regardless of the proximity of such sites to any Noodles & Company restaurant for which you have or might have in the foreseeable future a franchise.

Non-Traditional Venues include, for example: (i) transportation facilities, including airports, train stations, subways and rail, and bus stations; (ii) military bases and government offices; (iii) sports facilities, including stadiums and arenas; (iv) amusement parks, zoos, and convention centers; (v) car and truck rest stops, and travel centers and Limited Access Highway oasis and rest and service areas; (vi) casinos, (vii) food courts; (viii) Indian reservations; and (ix) museums.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 55

To what extent are existing telephone numbers, fax numbers, keys, and codes for security systems transferred to a Noodles & Company franchise?

Accepted Answer

- (f) Noodles & Company shall have the option, exercisable by written notice within 30 days after the termination of this Agreement, to take an assignment of all telephone numbers (and associated listings) for the Restaurant, and Area Operator shall notify the telephone company and all listing agencies of the termination or expiration of Area Operator's right to use any telephone number and any classified or other telephone directory listings associated with the Restaurant, and authorize and instruct their transfer to Noodles & Company.

Area Operators shall deliver all goods and materials containing the Marks to Noodles & Company and we shall have the sole and exclusive use of any items containing the Marks.

Area Operator is not entitled to any compensation from us if we exercise this option.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 56

To what extent must a Noodles & Company franchisee comply with the California Fast Food Act?

Accepted Answer

- A. ITEM 1: To the extent it is applicable, you must comply with California Assembly Bill 1228, codified at Cal. Lab. Code §§ 1474-1475 (the "Fast Food Act"), which may set health, safety, and employment standards related to your employees, including standards on minimum wages, working hours, and working conditions.
- B. ITEMS 5, 6, AND 11: We currently do not provide any training or assistance, or charge any initial or ongoing fees, related to the development or implementation of any standards, policies, or procedures that may be required under the Fast Food Act*.* It is solely your responsibility to determine whether the Fast Food Act applies to your franchise and, to the extent it does apply, to comply with the Fast Food Act when developing and constructing your restaurant, operating your franchise, and training and supervising your employees.
- C. ITEM 7: As of this Franchise Disclosure Document's issuance date, no standards have been set by procedures outlined in the Fast Food Act with respect to any health, safety, and employment standards related to your employees (other than wages), including standards on working hours and working conditions. As such, the Additional Funds estimate does not take into account any increased costs (other than for wages) that you might incur related to complying with the Fast Food Act based on its standards in effect as of this Franchise Disclosure Document's issuance date.
- D. ITEM 17: The following paragraph is added to the end of Item 17 of the Franchise Disclosure Document:

No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.

Source: Item 22 — CONTRACTS (FDD pages 98–99)

Question 57

To what extent is Noodles & Company obligated to indemnify an Area Operator if Noodles & Company's insurance does not provide coverage for an Indemnified Claim?

Accepted Answer

- (d) Notwithstanding anything to the contrary in this Agreement, in the event that Noodles & Company's insurance does not cover either the costs of defense or

attorney's fees, or any portion of them, or damages, liability or settlement amounts, or any portion of them, associated with any Indemnified Claim or other claim for which Area Operator is otherwise entitled to indemnification, Noodles & Company is not obligated to indemnify Area Operator to the extent that Noodles & Company's insurance does not provide coverage. Furthermore, Noodles & Company's obligation to indemnify, defend or pay for damages of any claim for which Area Operator would otherwise be entitled to indemnification arises only if and to the extent that Area Operator's insurance coverage does not or would not (absent any right to indemnification by Noodles & Company) provide coverage for such claims. In the event that Area Operator has failed to obtain and keep in force all policies that it is obligated to carry under the terms of its agreements with Noodles & Company and one or more of such policies would or could have provided coverage for the claim, then Noodles & Company is not obligated to indemnify, defend or pay damages, settlements, or have any liability for such claim.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 58

To what extent are the permits and licenses transferable from the seller to the buyer for a Noodles & Company franchise?

Accepted Answer

- (n) transferee must obtain an assignment of leases from the landlords for all Restaurants being transferred and obtain liquor and other required licenses from all applicable authorities for all Restaurants being transferred;

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 59

To what extent are the Noodles & Company permits and licenses transferred from the seller to the buyer?

Accepted Answer

At Closing, Seller shall deliver to Buyer the following documents duly executed by Seller:

- **1.a Leases.** The Leases.
- **1.b Subleases.** The Subleases.
- **1.c Bill of Sale.** A bill of sale conveying ownership of the Fixed Assets, Inventory, Permits and Licenses and Change Fund in the form attached hereto as Exhibit 9.3 (the "Bill of Sale").

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 60

How is the franchise fee for the first Noodles & Company restaurant, and subsequent restaurants, affected by the timely payment of the Development Fee under the Development Agreement?

Accepted Answer

pay for damages of any claim for which Area Operator would otherwise be entitled to indemnification arises only if and to the extent that Area Operator's insurance coverage does not or would not (absent any right to indemnification by Noodles & Company) provide coverage for such claims. In the event that Area Operator has failed to obtain and keep in force all policies that it is obligated to carry under the terms of its agreements with Noodles & Company and one or more of such policies would or could have provided coverage for the claim, then Noodles & Company is not obligated to indemnify, defend or pay damages, settlements, or have any liability for such claim.

# 6. FEES.

6.01 Franchise Fee. You agree to pay us a nonrefundable franchise fee of \$35,000 ("Franchise Fee"). The Franchise Fee is payable upon execution of this Agreement or when Construction is Commenced for the

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 61

Must a Noodles & Company franchisee be in compliance with the Franchise Agreement for a transfer to be approved?

Accepted Answer

| k. "Transfer" by you – defined                | Section 1.04  | Includes the sale, assignment, transfer, grant, testamentary or inter vivos disposition, or any other disposition of the agreement, any rights under the agreement, or any other ownership interest in you or your Noodles& Company restaurant; transfer, redemption or issuance of any ownership interest in your capital stock; any merger between you or any other entity; any transfer by operation of law (such as in divorce or as a result of insolvency or dissolution); any transfer upon the death of your principal owners and foreclosure or other loss of possession, control or management of your restaurant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-----------------------------------------------|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| l. Our approval of transfer by | Section 14.01 | We have the right to approve all |
| you |  | transfers. |
| m. Conditions for our approval of transfer | Section 14.02 | Your Noodles & Company restaurant must be open and operating; you must be in compliance with Franchise Agreement and all other Agreements between us; the proposed transferee must be an entity that is not publicly held and meets our qualifications and standards for approval; the proposed transferee must complete all required training; the proposed transferee must agree to be bound by the existing Franchise Agreement and collateral documents or enter into a new Franchise Agreement (at our election); transfer fee must be paid; you must sign a general release and non compete agreement; we must approve price and payment terms; we must waive our right of first refusal; any financing you provide to the proposed transferee must be subordinate to the transferee's obligations to pay amounts due to us; there must have been no change in the law since we entered into the Franchise Agreement that would limit our right as to the proposed transferee; the proposed transferee must obtain assignment of leases from all landlords and obtain liquor and other licenses necessary to operate restaurant; and you must meet any other reasonable requirements we may impose to protect our rights.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 63–83)

Question 62

Is a Noodles & Company franchisee required to submit itemized receipts for the Field Marketing they implement?

Accepted Answer

You agree to spend for local advertising, public relations and marketing for your Noodles & Company restaurants in the amount specified in Item 6. These amounts spent on local advertising and promotion will be designated as Field Marketing Funds ("FMF")

and will initially be equal to 1.0% of your Net Royalty Sales. We will provide you with at least 30 days' notice if we change the amount of the FMF you must spend. You may be required to submit itemized receipts for the Field Marketing you implement, and we will review these costs and programs you have implemented for local marketing plans developed by you and approved by us.

You will pay directly the vendors or partners in the marketing program as the program is implemented and must provide documentation regarding all payments on the 15th day of each month to Noodles & Company upon our written request. For these purposes, advertising, marketing and public relations expenditures include: (1) amounts contributed to advertising cooperatives; (2) amounts spent by you for advertising media, such as digital, print, radio, television and outdoor banners, posters, direct mail, grassroots premiums, event invites, and if not provided by us at our cost, the cost of producing approved materials necessary to participate in these media; (3) marketing of coupons and special (or promotional) offers pre-approved by us (does not include the food or discount cost); (4) public relations to create goodwill, enhance public image and build the brand; and (5) community relations including events, sponsorships and fundraisers. Advertising expenditures do not include amounts spent for items, in our reasonable judgment, deemed inappropriate for meeting the minimum advertising requirement, including permanent on-premises signage, menu boards, menus, occasion signage, lighting, personnel salaries or administrative costs, transportation vehicles (even though these vehicles may display the Marks) and employee incentive programs.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 36–48)

Question 63

Can a franchisee terminate Noodles & Company's right to withdraw funds from the designated account during the term of the agreement, and if so, under what conditions?

Accepted Answer

You agree not to terminate our right to withdraw funds from the designated account during The Term of this Agreement without our prior written consent.

Source: Item 23 — RECEIPT (FDD pages 99–350)

Question 64

For Noodles & Company franchisees in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin, can they waive claims under applicable state franchise law, including fraud in the inducement, through any statement, questionnaire, or acknowledgement signed in connection with the franchise?

Accepted Answer

The following provision applies only to franchisees and franchises that are subject to the state franchise registration/disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin:

No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.

Source: Item 23 — RECEIPT (FDD pages 99–350)

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