t independently of this Addendum.

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

| ATTEST: | NOODLES & COMPANY: | |-----------------|--------------------| | By: | By: | | Print Name: | Print Name: | | Title: | Title: Date: | | ATTEST/WITNESS: | AREA OPERATOR: | | | | | | | | | | | | Date: | 9. Except as expressly modified by this Addendum, the Area Development

Agreement remains unmodified and in full force and effect.

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.

• 6. Sections 19.05(a) and 19.05(d) are deleted.
• 7. The following sentence is added at the end of Sections 19.05(b) and 20.03:

Notwithstanding the foregoing, the statute of limitations under North Dakota law applies.

8. The provisions of this Addendum will be effective only to the extent that the jurisdictional requirements of the North Dakota Franchise Investment Law are met independently of this Addendum.

• 9. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement.
• 10. Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect.

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