Can Noodles & Company establish marketing promotions in which franchisees must participate?

We may, in our discretion, establish certain marketing promotions or programs, including limited time offers and Multi-Area Marketing Programs, in which you must participate.

You may only use marketing, advertising and promotional materials approved by us in writing. You may use marketing, advertising and promotional materials developed by you upon our prior written approval of the materials. If approved, such materials will become the property of Noodles & Company.

If a marketing cooperative is established in your market area, you must participate in the marketing cooperative and its programs and abide by its bylaws. You must contribute the amounts to the marketing cooperative(s) as they determine in accordance with their bylaws.

We may, at our sole discretion, establish and administer an Advertising & Brand Development Fund ("ABDF") for the creation and development of creative materials and programs to increase brand awareness and promote the Noodles & Company brand, which may include the production and creation of marketing, advertising and public relations related programs and materials and/or fees, including media, CTV, radio, outdoor, print, search and social media, digital menu board content, POP content, website, online ordering, App content and creation, press releases, brand articles, digital programming influencers, loyalty campaigns and execution, video, photography, copywriting, graphics design and production, local marketing strategies, new restaurant opening strategies, media buying and agency fees. ("Marketing"). You must contribute to the ABDF amounts that we establish as described in Item 6. We are not currently charging you a ABDF fee; however, we reserve the right to do so in the future upon notice to you.

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.

• (c) We may also require you to join and participate in Multi-Area Marketing Programs, and may specify maximum resale prices to the extent permitted by law.

You must submit to us for our written approval (which may be withheld in our sole discretion), no later than 30 days prior to your planned implementation, all marketing plans, written materials and samples of all marketing, public relations and promotional materials not prepared or previously approved by us and which vary from our standard marketing, public relations and promotional materials.

You further agree to use in your marketing efforts the marketing materials available from Noodles & Company, which shall be made available to you at your expense, in the manner and frequency we require.

Source: Item 16 — RESTRICTION ON WHAT THE FRANCHISEE MAY SELL (FDD pages 62–63)