EINSTEIN NOAH RESTAURANT GROUP INC Contracts & Agreements

Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Performance Stock Unit Award Agreement (Filed With SEC on October 31, 2014)

AMENDMENT NO. 3 (Filed With SEC on October 31, 2014)

AGREEMENT AND PLAN OF MERGER Byand Among EINSTEIN NOAH RESTAURANT GROUP, INC., JAB BEECH INC. and SPRUCE MERGER SUB INC. Dated asof September 29, 2014 TABLE OF CONTENTS (Filed With SEC on September 29, 2014)

AMENDMENT NO. 2 AND REAFFIRMATION OF COLLATERAL DOCUMENTS (Filed With SEC on July 9, 2014)

CONSULTING AGREEMENT (Filed With SEC on May 2, 2014)

EXHIBIT A Form of MutualRelease, Indemnification, Confidentiality and Non-Solicitation Provisions (Filed With SEC on May 2, 2014)

Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Stock Option Agreement (Filed With SEC on May 2, 2014)

Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Filed With SEC on May 2, 2014)

2,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT November 12, 2013 (Filed With SEC on November 18, 2013)

1,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT (Filed With SEC on August 9, 2013)

OMNIBUS AMENDMENT NO. 1 AND REAFFIRMATION OF COLLATERAL DOCUMENTS (Filed With SEC on August 2, 2013)

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 6, 2012 among EINSTEIN NOAH RESTAURANT GROUP, INC., as the Borrower, THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS... (Filed With SEC on March 1, 2013)

FIRST AMENDMENT TO THE NEW WORLD RESTAURANT GROUP, INC. STOCK APPRECIATION RIGHTS PLAN (Filed With SEC on August 3, 2012)

AMENDMENT NO. 1 TO CREDIT AGREEMENT (Filed With SEC on March 2, 2012)

EXHIBIT A CONSULTING AGREEMENT (Filed With SEC on May 6, 2011)

EINSTEIN NOAH RESTAURANT GROUP, INC. EQUITY PLAN FOR NON-EMPLOYEEDIRECTORS Effective May 3, 2011 TABLE OF CONTENTS (Filed With SEC on May 5, 2011)

EINSTEIN NOAH RESTAURANT GROUP, INC. 2011 Omnibus Incentive Plan Effective May 3, 2011 (Filed With SEC on May 5, 2011)

Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Filed With SEC on May 5, 2011)

Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Stock Option Agreement (Filed With SEC on May 5, 2011)

EINSTEIN NOAH RESTAURANT GROUP, INC. EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS RESTRICTED STOCK/RESTRICTED STOCK UNITS AGREEMENT (Filed With SEC on May 5, 2011)

CREDIT AGREEMENT Dated as of December 20, 2010 among EINSTEIN NOAH RESTAURANT GROUP, INC. as the Borrower, THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO, and BANK... (Filed With SEC on March 15, 2011)

GUARANTY AND SECURITY AGREEMENT Dated as of December 20, 2010 by EINSTEIN NOAH RESTAURANT GROUP, INC., as the Borrower, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in... (Filed With SEC on March 15, 2011)

555 Zang Street, Suite 300 | Lakewood, Colorado80228 | 303 ###-###-#### | www.einsteinnoah.com (Filed With SEC on March 15, 2011)

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on June 2, 2009)

EMPLOYEE SEPARATION AGREEMENT (Filed With SEC on May 7, 2009)

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on May 7, 2009)

EXECUTIVE SEPARATION AGREEMENT (Filed With SEC on March 2, 2009)

Einstein Noah Restaurant Group, Inc. Nonqualified Deferred Compensation Plan Effective June 1,2007 (Filed With SEC on March 3, 2008)

$110,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among EINSTEIN NOAH RESTAURANT GROUP, INC. (formerly known as NEW WORLD RESTAURANT GROUP, INC.), as Borrower, The Several... (Filed With SEC on July 5, 2007)

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by NEW WORLD RESTAURANT GROUP, INC. and certain of its Subsidiaries in favor of WELLS FARGOFOOTHILL, INC., as... (Filed With SEC on July 5, 2007)

Form of Underwriting Agreement (Filed With SEC on May 18, 2007)

Specimen Common Stock Certificate (Filed With SEC on May 18, 2007)

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by NEW WORLD RESTAURANT GROUP,INC. and certain of itsSubsidiaries in favor of WELLS FARGO FOOTHILL, INC., as Administrative... (Filed With SEC on March 6, 2006)

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT made by NEW WORLD RESTAURANT GROUP,INC. and certain of itsSubsidiaries in favor of BEAR STEARNS CORPORATE LENDING INC., as... (Filed With SEC on March 6, 2006)

GUARANTEE AGREEMENT made by certain Subsidiaries of NEW WORLD RESTAURANT GROUP,INC. in favor of GREENLIGHT CAPITAL, L.P. and GREENLIGHT CAPITALQUALIFIED, L.P. Dated as of February... (Filed With SEC on March 6, 2006)

$95,000,000 (Filed With SEC on February 1, 2006)

$65,000,000 SECOND LIENCREDIT AGREEMENT among NEW WORLDRESTAURANT GROUP, INC., as Borrower, The SeveralLenders from Time to Time Parties Hereto, and BEAR STEARNSCORPORATE LENDING... (Filed With SEC on February 1, 2006)

This agreement is subject to the terms of the Subordination Agreement(as defined herein). New World Restaurant Group, Inc. shall furnish a copy of such SubordinationAgreement to... (Filed With SEC on February 1, 2006)

THIRD AMENDMENTAGREEMENT (Filed With SEC on March 11, 2005)

SECOND AMENDED AND RESTATED PROJECT AND APPROVED SUPPLIER AGREEMENT As of April 28, 2002 among NEW WORLD RESTAURANT GROUP, INC., EINSTEIN AND NOAH CORP., MANHATTAN BAGEL COMPANY,... (Filed With SEC on March 11, 2005)

CONSULTING AGREEMENT (Filed With SEC on August 15, 2003)

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EINSTEIN NOAH RESTAURANT GROUP INC Contracts & Agreements