n which you enter into for the Premises that you or an Affiliate owns, contain terms and conditions and payments that are commercially reasonable in our opinion.

You must promptly begin the permitting, licensing and approval process to ensure that construction commences within 60 days of the date the lease or purchase of the premises is consummated. If permitting and licensing is anticipated to take longer than 60 days, you must advise us in writing of the date on which you anticipate obtaining such permits and licenses and the reasons for the extended time period. Failure to comply with this provision is a material breach of the Agreement.

3.03 Development of the Premises.

(a) Space Plan/Signage Plan. We will provide the Area Operator with a space plan layout and exterior signage plan for the first three Restaurants developed by the Area Operator. Except in the case where you are an Affiliate of an existing area operator of Noodles & Company Restaurants who has opened Noodles & Company Restaurants prior to your opening Noodles & Company Restaurants, during the preparation of the Space Plans and Signage Plans, Noodles & Company will provide the Area Operator, and their respective architect/designer, with design training and criteria so that the Area Operator will be prepared to complete the space plan and signage plan on all units after the first three Restaurants. Noodles & Company will prepare the space plan and signage plan for additional units for the fee defined in the then-current Operations Manual. All space plans and signage plans prepared by the Area Operator must be submitted to Noodles & Company for approval. Noodles & Company reserves

the right to make any changes to the space plans or signage plans when submitted. Noodles & Company shall provide approval, or approval with changes, within 14 days of submittal of plans. All space plans and signage drawings must be submitted electronically in the manner we prescribe.

(b) Plans and Licensed Architect. Upon completion and approval of the space plan and signage plan for each Restaurant, the Area Operator shall be responsible for developing construction drawings and specifications by a licensed architect and engineer for building permit submittal. You shall submit to us your final plans, including all construction plans and specifications and design specifications, for our acceptance before starting to develop the Premises. All final plans must be prepared by a licensed architect. You acknowledge that the design and materials used in the construction of Noodles & Company Restaurants is important to us and you agree to adhere to our design and constructions specifications and to use the materials and suppliers we require. You are solely responsible for developing your Noodles & Company Restaurant, for all expenses associated with it and for compliance with the requirements of any applicable federal, state or local law, code or regulation, including those concerning the Americans with Disabilities Act or similar rules governing public accommodations for persons with disabilities. Our review and acceptance of your plans is not designed to assess compliance with federal, state or local laws, codes, and regulations, including the Americans with Disabilities Act, as compliance with such laws is your sole responsibility. All development and any signage must be in accordance with the plans and specifications we have approved and must comply with all applicable laws, ordinances and local laws, codes, and regulations. Within two weeks of opening the Restaurant, you must submit all revised or "as built" plans and specifications.

(c) Construction. You must start construction of your Noodles & Company Restaurant (i) within 60 days after you have leased, subleased or acquired the Premises or (ii) upon receipt of all necessary permits and licenses, provided such permits were promptly requested, whichever is later, unless we mutually agree otherwise. We reserve the right to require that you obtain our acceptance of your choice of general contractor. You must procure all applicable construction insurance in amounts and coverages in accordance with the Noodles & Company Operations Manual. You must obtain lien waivers from your general contractor and all subcontractors who furnish any materials or services in the construction of your Noodles & Company Restaurant. You must complete construction of your Noodles & Company Restaurant within 120 days after the start of construction, unless we agree otherwise. You must open your Noodles & Company Restaurant within 14 days after the date construction is completed and all necessary approvals have been obtained. Time is of the essence in the construction and opening of your Noodles & Company Restaurants and failure to comply with all deadlines relating thereto is a material breach or default of this Agreement. Any extensions of time are subject to our approval, which we may withhold at our discretion.

The requirement to complete construction of your Noodles & Company Restaurant includes obtaining all required construction and occupancy licenses, permits and approvals, all beer and wine licenses (if applicable), developing the Premises (including all outdoor features, patios, and landscaping of the Premises), installing all required fixtures, furnishings, equipment and signs, and doing all other things as may be required pursuant to this Agreement or by practical necessity to have your Noodles &

Company Restaurant ready to open for business. You must notify us 14 days prior to opening, and we may, at our discretion and expense, conduct a pre-opening inspection of the Premises.

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