NOODLES & Co Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 27, 2022 among NOODLES & COMPANY, as the Borrower, each other Loan Party party hereto, as Administrative Agent, L/C Issuer and Swing Line Lender, THE OTHER LENDERS PARTY HERETO, and as sole lead...
Credit Agreement • July 28th, 2022 • NOODLES & Co • Retail-eating places • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of July 27, 2022, among NOODLES & COMPANY, a Delaware corporation (the “Borrower”), each other Loan Party party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender.

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FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • December 2nd, 2013 • NOODLES & Co • Retail-eating places • New York

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and UBS Securities LLC (“UBS,” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Noodles & Company, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and UBS (the “Underwriters”), of ___ shares (the “Shares”) of the common stock, $.01 par value of the Company (the “Common Stock”).

NOODLES & COMPANY CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 31st, 2018 • NOODLES & Co • Retail-eating places • New York

Noodles & Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) an aggregate of 2,500,000 shares of the Class A common stock, par value $0.01 per share of the Company (the “Primary Firm Shares”). Certain stockholders (the “Selling Stockholders”) of the Company, named in Schedule III hereto, severally and not jointly, propose to sell to the several Underwriters an aggregate of 6,000,000 shares of the Class A common stock, par value $0.01 per share, of the Company (the “Secondary Firm Shares,” and, together with the Primary Firm Shares, the “Firm Shares”), with each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule III hereto. The shares of Class A common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 26th, 2016 • NOODLES & Co • Retail-eating places • Delaware

This Indemnification Agreement (this “Agreement”) is entered into as of July 25, 2016 (the “Effective Date”) by and between Noodles & Company, a Delaware corporation (the “Company”), and Robert M. Hartnett (the “Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places • New York

REGISTRATION RIGHTS AGREEMENT, dated as of December 27, 2010 (this “Agreement”), among Noodles & Company, a Delaware corporation (the “Company”), Catterton-Noodles, LLC, a Delaware limited liability company (“Catterton-Noodles”), Argentia Private Investments Inc., a Canadian corporation (“Argentia”), and the other stockholders of the Company named on the signature pages hereto (the “Rollover Holders”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2023 • NOODLES & Co • Retail-eating places • Colorado

This Employment Agreement (the “Agreement”) is entered into as of June 20, 2023, by and between Noodles & Company, a Delaware corporation (the “Company”), and Mike Hynes, an individual (the “Executive”).

SEVERANCE AGREEMENT
Severance Agreement • March 15th, 2019 • NOODLES & Co • Retail-eating places • Colorado

This Severance Agreement (the “Agreement”) is entered into as of October 11, 2018 (the “Effective Date”) by and between Noodles & Company, a Delaware corporation (the “Company”), and Kenneth J. Kuick, an individual (the “Employee”). In consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 13th, 2023 • NOODLES & Co • Retail-eating places • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is made as of November 9, 2023 (the "Effective Date") by and between Noodles & Company, a Delaware corporation (the "Company"), and Drew Madsen (the "Participant").

EMPLOYMENT AGREEMENT
Employment Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places • Colorado

This Employment Agreement (the “Agreement”) is entered into as of June 7, 2013, by and between Noodles & Company, a Delaware corporation (the “Company”), and Keith Kinsey, an individual (the “Executive”).

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
Performance Restricted Stock Unit Agreement • June 17th, 2020 • NOODLES & Co • Retail-eating places • Delaware

This PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is made as of ___________, 2020 (the "Effective Date") by and between Noodles & Company, a Delaware corporation (the "Company"), and _____________ (the "Participant").

SECURITY AGREEMENT
Security Agreement • May 23rd, 2013 • NOODLES & Co • Retail-eating places • New York

THIS SECURITY AGREEMENT dated as of February 28, 2011 (as amended, modified, restated, extended or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).

PLEDGE AGREEMENT
Pledge Agreement • May 23rd, 2013 • NOODLES & Co • Retail-eating places • New York

THIS PLEDGE AGREEMENT dated as of February 28, 2011 (as amended, modified, restated or supplemented or extended from time to time, this “Pledge Agreement”) is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 9th, 2017 • NOODLES & Co • Retail-eating places • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of July 10, 2017 (the “Effective Date”) by and between Noodles & Company, a Delaware corporation (the “Company”), and Paul J.B. Murphy, III (the “Participant”).

NOODLES & COMPANY AREA DEVELOPMENT AGREEMENT
Company Area Development Agreement • May 23rd, 2013 • NOODLES & Co • Retail-eating places • Colorado

Subject to the foregoing, you and your Owners irrevocably submit to the jurisdiction of the Federal Courts of the United States in the state in which our principal place of business is located (which is Colorado as of the date here of) and of the state courts of the city and county in which our principal place of business is located (which is as of the date hereof, the State of Colorado, City and County of Broomfield) in any suit, action, or proceeding, arising out of or relating to this Agreement or any other dispute between you and us. You irrevocably agree that all claims in respect of any such suit, action, or proceeding brought by you must be brought therein. You irrevocably waive, to the fullest extent you may lawfully do so, the defense of an inconvenient forum to the maintenance of such suit, action, or proceeding, and the defense of lack of personal jurisdiction.

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 23rd, 2013 • NOODLES & Co • Retail-eating places • New York

This AMENDMENT NO. 1 dated as of December 8, 2011 (this “Amendment”) is by and among NOODLES & COMPANY (the “Borrower”), BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), and the lenders signatory hereto and amends that certain Credit Agreement dated as of February 28, 2011 (as amended, restated, extended, supplemented, modified and otherwise in effect from time to time, the “Credit Agreement”) by and among the Borrower, the other Loan Parties party thereto, the lenders party thereto (the “Lenders”), the Administrative Agent, Bank of America, N.A. as L/C Issuer and Swing Line Lender, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Left Lead Arranger, GE Capital Markets, Inc. and Wells Fargo Bank, National Association as Right Lead Arrangers and together with the Left Lead Arranger, as Co-Lead Arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, GE Capital Markets, Inc. and Wells Fargo Bank, National Association as Joint Book Managers, GE Capi

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 9th, 2017 • NOODLES & Co • Retail-eating places • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of July 10, 2017 (the “Effective Date”) by and between Noodles & Company, a Delaware corporation (the “Company”), and Paul J.B. Murphy, III (the “Participant”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • May 23rd, 2013 • NOODLES & Co • Retail-eating places • New York

This AMENDMENT NO. 2 dated as of August 1, 2012 (this “Amendment”) is by and among NOODLES & COMPANY (the “Borrower”), BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), and the lenders signatory hereto and amends that certain Credit Agreement dated as of February 28, 2011 (as amended by Amendment No. 1 dated as of December 8, 2011 and as further amended, restated, extended, supplemented, modified and otherwise in effect from time to time, the “Credit Agreement”) by and among the Borrower, the other Loan Parties party thereto, the lenders party thereto (the “Lenders”), the Administrative Agent, Bank of America, N.A. as L/C Issuer and Swing Line Lender, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Left Lead Arranger, GE Capital Markets, Inc. and Wells Fargo Bank, National Association as Right Lead Arrangers and together with the Left Lead Arranger, as Co-Lead Arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, GE Capital Markets, Inc. and W

NOODLES & COMPANY FRANCHISE AGREEMENT
Franchise Agreement • May 23rd, 2013 • NOODLES & Co • Retail-eating places • Colorado

This Franchise Agreement (this “Agreement”) is made as of this day of , , between NOODLES & COMPANY (“Franchisor”, “we”, “us” or “Noodles & Company”), a Delaware corporation, with its principal place of business located at 520 Zang Street, Broomfield, CO 80021 and (“Franchisee” or “Area Operator” or “you”), a(n) , whose principal address is: .

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • November 19th, 2013 • NOODLES & Co • Retail-eating places • Delaware

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of July 2, 2013, among Noodles & Company, a Delaware corporation (the "Company"), and each Sponsor (as defined below) listed on the signature pages hereto, and any other Person that may become a party to this Agreement after the date and pursuant to the terms hereof.

Form of PSU Agreement PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
Performance Restricted Stock Unit Agreement • May 11th, 2023 • NOODLES & Co • Retail-eating places • Delaware

This PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is made as of March 14, 2023 (the "Effective Date") by and between Noodles & Company, a Delaware corporation (the "Company"), and _____________ (the "Participant").

STOCK OPTION AGREEMENT (NONQUALIFIED STOCK OPTIONS)
Stock Option Agreement • November 9th, 2017 • NOODLES & Co • Retail-eating places • Delaware

This STOCK OPTION AGREEMENT (this “Agreement”) is made as of September 21, 2017 (the “Effective Date”), by and between Noodles & Company, a Delaware corporation (the “Company”), and Dave Boennighausen (the “Participant”).

NOODLES & COMPANY AREA DEVELOPMENT AGREEMENT
Area Development Agreement • February 24th, 2015 • NOODLES & Co • Retail-eating places • Colorado

This Area Development Agreement (this “Agreement”) is made as of the _______ day of ________, ___________ between Noodles & Company (“Franchisor,” “we,” “us” or “Noodles & Company”), a Delaware corporation, with its principal place of business located at 520 Zang Street, Suite D, Broomfield, CO 80021 and _________________________________________________________ (“Area Operator” or “you”), a(n) _______________ whose principal address is____________________________.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 7th, 2024 • NOODLES & Co • Retail-eating places • Florida

This Employment Agreement (the “Agreement”) is entered into as of March 6, 2024, by and between Noodles & Company, a Delaware corporation (the “Company”), and Drew Madsen, an individual (the “Executive”).

NOODLES & COMPANY FRANCHISE AGREEMENT
Franchise Agreement • February 24th, 2015 • NOODLES & Co • Retail-eating places • Colorado

This Franchise Agreement (this "Agreement") is made as of this _____ day of ____________, _______, between NOODLES & COMPANY ("Franchisor", "we", "us" or "Noodles & Company"), a Delaware corporation, with its principal place of business located at 520 Zang Street, Broomfield, CO 80021 and ________________________________________ ("Franchisee" or "Area Operator" or "you"), a(n) _________________________________, whose principal address is: _____________________________________.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 26th, 2023 • NOODLES & Co • Retail-eating places

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 21, 2023 (this “Amendment”) is by and among (a) NOODLES & COMPANY (the “Borrower”), (b) each of the Guarantors (as defined in the Credit Agreement referred to below) signatory hereto, (c) U.S. BANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender (each such term defined in the Credit Agreement referred to below) and (d) the lenders signatory hereto and amends that certain Amended and Restated Credit Agreement, dated as of July 27, 2022 (as further amended, restated, extended, supplemented, modified and otherwise in effect from time to time, the “Credit Agreement”), by and among the Borrower, the other Loan Parties (as defined in the Credit Agreement) party thereto, the Lenders (as defined in the Credit Agreement) party thereto, the Administrative Agent, and U.S. Bank National Association, as L/C Issuer and Swing Line Lender. Ca

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 9th, 2017 • NOODLES & Co • Retail-eating places • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (as the same may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 22, 2013, among NOODLES & COMPANY, a Delaware corporation (the “Borrower”), each other Loan Party party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

Form of PSU Agreement PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
Performance Restricted Stock Unit Agreement • April 30th, 2021 • NOODLES & Co • Retail-eating places • Delaware

This PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is made as of March 14, 2021 (the "Effective Date") by and between Noodles & Company, a Delaware corporation (the "Company"), and _____________ (the "Participant").

RELEASE AGREEMENT
Release Agreement • July 26th, 2016 • NOODLES & Co • Retail-eating places

This Release Agreement (the “Agreement”) is entered into as of July 25, 2016 (the “Effective Date”), by and between Noodles & Company, a Delaware corporation (the “Company”), and Kevin Reddy, an individual (the “Executive”). Capitalized terms not defined herein have the meanings specified in the Employment Agreement between the Company and Executive dated June 7, 2013 (the “Employment Agreement”).

AMENDMENT NO. 3 TO Credit AGREEMENT
Credit Agreement • August 9th, 2013 • NOODLES & Co • Retail-eating places • New York

This Amendment No. 3 dated as of June 21, 2013 (this “Amendment”) is by and among NOODLES & COMPANY (the “Borrower”), Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the lenders signatory hereto and amends that certain Credit Agreement dated as of February 28, 2011 (as amended by Amendment No. 1 dated as of December 8, 2011, Amendment No. 2 dated as of August 1, 2012, and as further amended, restated, extended, supplemented, modified and otherwise in effect from time to time, the “Credit Agreement”) by and among the Borrower, the other Loan Parties party thereto, the lenders party thereto (the “Lenders”), the Administrative Agent, Bank of America, N.A. as L/C Issuer and Swing Line Lender, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Left Lead Arranger, Wells Fargo Bank, National Association as Right Lead Arranger and together with the Left Lead Arranger, as Co-Lead Arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo B

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 7th, 2024 • NOODLES & Co • Retail-eating places • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is made as of March 6, 2024 (the "Grant Date") by and between Noodles & Company, a Delaware corporation (the "Company"), and Drew Madsen (the "Participant").

STOCK OPTION AGREEMENT (NONQUALIFIED STOCK OPTIONS)
Stock Option Agreement • March 7th, 2024 • NOODLES & Co • Retail-eating places • Delaware

This STOCK OPTION AGREEMENT (this “Agreement”) is made as of March 6, 2024 (the “Grant Date”), by and between Noodles & Company, a Delaware corporation (the “Company”), and Drew Madsen (the “Participant”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 21st, 2019 • NOODLES & Co • Retail-eating places • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT dated as of November 20, 2019 (this “Amendment”) is by and among (a) NOODLES & COMPANY (the “Borrower”), (b) each of the Guarantors (as defined in the Credit Agreement referred to below) signatory hereto, (c) U.S. BANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender (each such term defined in the Credit Agreement referred to below) and (d) the lenders signatory hereto and amends that certain Credit Agreement, dated as of May 9, 2018 (as further amended, restated, extended, supplemented, modified and otherwise in effect from time to time, the “Credit Agreement”), by and among the Borrower, the other Loan Parties (as defined in the Credit Agreement) party thereto, the Lenders (as defined in the Credit Agreement) party thereto, the Administrative Agent, and U.S. Bank National Association, as L/C Issuer and Swing Line Lender. Capitalized terms used herein without definiti

SECURITY AGREEMENT
Security Agreement • May 11th, 2018 • NOODLES & Co • Retail-eating places • New York

THIS SECURITY AGREEMENT dated as of May 9, 2018 (as amended, modified, restated, extended or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and U.S. Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).

December 27, 2010
Management Services Agreement • May 30th, 2013 • NOODLES & Co • Retail-eating places

Argentia Private Investments Inc. c/o Public Sector Pension Investments Board 1250 Rene Levesque Blvd. West Suite 900 Montreal, Quebec H3B 4W8

Noodles & Company
Letter Agreement • February 9th, 2017 • NOODLES & Co • Retail-eating places

This letter agreement (this “Agreement”) is made in reference to the Securities Purchase Agreement, dated as of February 8, 2017 (as it may be amended from time to time, the “Purchase Agreement”), by and among Noodles & Company, a Delaware corporation (the “Company”) and Catterton-Noodles, LLC, a Delaware limited liability company (“Catterton”). In connection with the transactions contemplated by the Purchase Agreement (the “Transactions”), Argentia Private Investments, Inc., a corporation incorporated pursuant to the Canada Business Corporations Inc. (“Argentia”), has provided a consent and waiver pursuant to Section 2.4 of the Amended and Restated Stockholders Agreement, dated as of July 2, 2013, among the Company, Catterton and Argentia (the “Consents”). In consideration of the foregoing, and for other good and valuable consideration, the sufficiency of which the parties acknowledge, the parties hereto hereby agree as follows.

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