AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of July 8, 2014 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”).

WHEREAS, the parties hereto are parties to that certain REGISTRATION RIGHTS AGREEMENT (the “Agreement”) made and entered into as of December 27, 2010 by and among the Company, Catterton-Noodles, Argentia and the Rollover Holders;

WHEREAS, the Company desires to amend the terms of the Agreement as set forth in greater detail below (such amendment, the “Proposed Amendment”); and

WHEREAS, Section 4.1(a) of the Registration Rights Agreement provides that the Proposed Amendments require the approval of the Company together with a majority in interest of the Holders and a majority in interest of the Non-Investor Holders (as such terms are defined by the Agreement).

NOW, THEREFORE, the parties hereto agree hereby as follows:

1.    Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Agreement.

2.    Amendments.

(a)    The Definition of “Holder” or “Holders” within Section 1.1 of the Agreement is amended and restated in its entirety as follows:

“‘Holder’ or ‘Holders’ means Catterton-Noodles, Argentia and any of their transferees who or that shall acquire and hold Registrable Securities in accordance with the terms of this Agreement, and any Rollover Holder who (i) holds Registrable Securities in accordance with the terms of this Agreement and (ii) is a member of the Company’s

Board of Directors or is an Executive Officer of the Company, as such term is defined by Rule 3b-7 promulgated pursuant to the Securities Exchange Act of 1934, as amended.”

3.    Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”).

4.    Reference to and Effect on the Registration Rights Agreement.

(a)    On and after the Amendment Effective Date, each reference in the Registration Rights Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Registration Rights Agreement shall mean and be a reference to the Registration Rights Agreement as amended by this Amendment.

(b)    Except to the extent certain provisions of the Registration Rights Agreement are amended as specified herein, the Registration Rights Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

5.    Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

6.    Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.