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.

ADDENDUM TO THE NOODLES & COMPANY FRANCHISE AGREEMENT REQUIRED FOR HAWAII FRANCHISEES

This Addendum to the Noodles & Company Franchise Agreement dated between Noodles & Company and ("Franchisee") 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 Franchisee was made in the State of Hawaii; (B) Franchisee is a resident of the State of Hawaii; and/or (C) your Noodles & Company Restaurant will be located or operated in the State of Hawaii. 2. ACKNOWLEDGEMENTS. The acknowledgements in Sections 1.02 (c), (d) and (e) of the Franchise Agreement are hereby deleted. 3. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement. 4. The provisions of this Addendum will be effective only to the extent that the jurisdictional requirements of the Hawaii Franchise Registration and Disclosure Law are met independently of this Addendum. 5. Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect. ATTEST: NOODLES & COMPANY: Print Name: Print Name: Title: Date: ATTEST/WITNESS: Print Name: Print Name: Date:

ADDITIONAL DISCLOSURES REQUIRED BY MARYLAND

ADDITIONAL DISCLOSURES REQUIRED BY THE STATE OF MARYLAND

Item 5, Additional Disclosures. The following statements are added to Item 5:

Based upon the franchisor's financial condition, the Maryland Securities Commissioner has required a financial assurance. Therefore, all initial fees and payments owed by franchisees shall be deferred until the franchisor completes its pre-opening obligations under the franchise agreement and the store is opened. In addition, all development fees and initial payments by area developers shall be deferred until the first franchise under the development agreement opens.

Item 17, Additional Disclosures. The following statements are added to Item 17:

The franchise agreements provide for termination upon bankruptcy. These provisions may not be enforceable under federal bankruptcy law.

Any provisions requiring you to sign a general release of claims against Noodles & Company, including upon renewal or transfer, does not release any claim you may have under the Maryland Franchise Registration and Disclosure Law.

Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.

A franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.

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.

ADDENDUM TO THE NOODLES & COMPANY AREA DEVELOPMENT AGREEMENT REQUIRED FOR MARYLAND FRANCHISEES

• 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.

• 8. The provisions of this Addendum will be effective only to the extent that the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law are met independently of this Addendum.
• 9. Except as expressly modified by this Addendum, the Area Development Agreement remains unmodified and in full force and effect.

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