Common use of Conditions to the Underwriters’ Obligations Clause in Contracts

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [●] [a.m./p.m.] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of any of the Company or any of its subsidiaries Entities by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesEntities, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters Representatives shall have received on the Closing Date a certificate, dated the Closing Date Date, addressed to the Underwriters and signed by an executive officer of the Company, to the effect set forth in Section 6(a) above and to the effect that the representations and warranties of the Company Parties contained in this Agreement are true and correct as of the Closing Date and that the Company has Parties have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters Representatives shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Xxxxxxxx & Xxxxxx Xxxxx LLP, outside counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing DateDate and addressed to the Underwriters, each in form and substance reasonably satisfactory to the Underwriters.Representatives, substantially in the form attached hereto as Exhibit C. (ed) The Underwriters Representatives shall have received on the Closing Date an opinion of Xxxxx Xxxx LLPXxxxxx & Xxxxxx L.L.P., counsel for Mill Road Capital II, L.P.the Underwriters, dated the Closing DateDate and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives. With respect to Sections 6(c) and 6(d) above, Xxxxxxxx & Xxxxx LLP and Xxxxxx & Xxxxxx L.L.P. may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion of Xxxxxxxx & Xxxxx LLP described in Section 6(c) above shall be rendered to the Underwriters at the request of the Company Parties and shall so state therein. (e) The Representatives shall have received from Deloitte a “comfort letter” (the “initial comfort letter”) dated as of the date hereof and addressed to the Underwriters, in form and substance satisfactory to the Representatives, (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent Time of Sale Prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) The Underwriters Representatives shall have received on from Deloitte a “bring-down comfort letter” (the “bring-down comfort letter”) dated as of the Closing Date an opinion or the Option Closing Date, as the case may be, and negative assurance letter of White & Case LLP, counsel for addressed to the Underwriters, dated in form and substance satisfactory to the Representatives, (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the Closing DateDate (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter, and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (g) The Underwriters Representatives shall have receivedreceived from Von Gonten a letter (the “Initial Expert Letter”), on each dated as of the date hereof hereof, in form and substance satisfactory to the Representatives, stating the conclusions and findings of such firm with respect to reserve and other operational information and other matters as is customary to underwriters in connection with registered public offerings. (h) The Representatives shall have received from Von Gonten a subsequent letter, dated as of the Closing Date, a letter dated the date hereof Date or the Option Closing Date, as the case may be, in form and substance satisfactory to the UnderwritersRepresentatives, which such letter shall cover the period from Ernst & Young LLPthe Initial Expert Letter to the Closing Date or the Option Closing Date, independent public accountantsas the case may be, containing statements stating the conclusions and information findings of the type ordinarily included in accountants’ “comfort letters” to Underwriters such firm with respect to the financial statements reserve and certain financial other operational information included or incorporated by reference and other matters as is customary to underwriters in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereofconnection with registered public offerings. (hi) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you the Representatives and those certain stockholders, officers and directors of the Company named in Schedule IV hereto relating to sales and certain other dispositions of shares of Common Stock stock of the Company or certain other securities, delivered to you the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. (ij) The Underwriters Operative Agreements shall have received from each Selling Stockholder a properly completed been executed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA delivered by the Company Entities party thereto and shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth be in Section 2 of this Agreement are true and correct in all material respects with the same full force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (nk) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxxxx & Xxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof; (iii) an opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Representatives, from Deloitte, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Representatives, from Von Gonten, independent reserves engineers, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(h) hereof; and (vi) such other documents as you the Representatives may reasonably request with respect to the good standing of the CompanyCompany Entities, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The respective obligations of the Company Fund and Selling Stockholders to sell the Shares to the Underwriters Advisers and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date hereunder are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 4:00 P.M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: Date or, if earlier, the dates as of which information is given in the Registration Statement (iexclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), (1) in the case of the Fund, there shall not have occurred (A) any downgrading, nor shall any notice have been given of any intended change or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, decrease specified in the rating accorded any of the securities of the Company letter or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined letters referred to in Section 3(a)(62paragraph (g) of the Exchange Act; this Section 6, or (iiB) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving that could reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business business, prospects, properties or operations of the Company and its subsidiariesFund, taken as a wholewhether or not arising from transactions in the ordinary course of business, from that set forth in the Time of Sale Prospectus as and, (2) in the case of each Adviser, there shall not have occurred any change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, prospects, properties, operations, management or personnel of the date Adviser, whether or not arising from transactions in the ordinary course of this Agreement thatbusiness, from that set forth in the Time of Sale Prospectus, the effect of which in any case referred to in clause (1) or (2) above is, in your judgmentthe sole judgment of the Representatives, is so material and adverse and that makes it, in your such Representatives’ judgment, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificatecertificates, dated the Closing Date Date, of the principal executive officer and signed by principal financial officer (or officers acting in similar capacities) of the Fund and an executive officer of the Companyeach Adviser, to the effect set forth (i) that no stop order suspending the effectiveness of the Registration Statement is in Section 6(a) above effect, and no proceedings for such purpose are, as of the Closing Date, pending before or, to the effect knowledge of the Fund or such Adviser, threatened by the Commission, (ii) that the representations and warranties of the Company Fund and such Adviser contained in Sections 1 and 2, as applicable, of this Agreement are true and correct as of the Closing Date Date, (iii) that each of the Fund and that the Company Advisers has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date, and (iv) during the time periods set forth in Section 6(a) above, there has been no Fund Material Adverse Effect or Adviser Material Adverse Effect, as applicable. The Each officer signing and delivering such a certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters Each of the Advisers and the Fund shall have received performed all of their respective obligations to be performed hereunder on or prior to the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the UnderwritersDate. (d) The Underwriters shall have received on the Closing Date an opinion and a negative assurance letter of Xxxx Xxxxxxx & Xxxxxx LLPK&L Gates LLP (“K&L Gates”), special counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Fund, dated the Closing DateDate and addressed to the Underwriters, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives, to the effect set forth in Exhibit A-1 hereto. (e) The Underwriters shall have received on the Closing Date (i) an opinion of Xxxxx Xxxx LLP, internal counsel for Mill Road Capital IIthe Investment Adviser and (ii) an opinion of internal counsel for the Subadviser, L.P., each dated the Closing DateDate and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, to the effect respectively set forth in Exhibit A-2 and Exhibit A-3 hereto. (f) The Underwriters shall have received on the Closing Date an the favorable opinion and negative assurance letter of White Xxxx, Xxxxxxx & Case LLPXxxxxx LLP (“Weil”), counsel for the Underwriters, dated the Closing Date, and covering such matters as the Underwriters shall reasonably request. In rendering the opinions described in Section 6(d) and Section 6(f) above and the opinions rendered in connection with the sale to the Underwriters of Additional Shares, if any, as to matters of Massachusetts law, K&L Gates and Weil may rely on the opinion of Xxxxxx Xxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxx”), so long as a copy of such opinion of Xxxxxx Xxxxx is delivered to you and is in form and substance satisfactory to you and your counsel, and such opinion of Xxxxxx Xxxxx expressly permits reliance thereon by X&X Gates and Weil for purposes of rendering the foregoing opinion. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter signed report from KPMG LLP, dated the date hereof or the Closing Datesuch date, as the case may be, and in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, you and your counsel containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters reports with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) All filings, applications and proceedings taken by the Fund and the Advisers in connection with the organization and registration of the Fund and the Shares under the Acts and the applicable Rules and Regulations shall be satisfactory in form and substance to you and counsel for the Underwriters. (i) No action, suit, proceeding, inquiry or investigation shall have been instituted or, to the knowledge of the Fund or the Advisers, threatened by the Commission which would adversely affect the Fund’s standing as a registered investment company under the Investment Company Act or the standing of the Investment Adviser or Subadviser as a registered investment adviser under the Advisers Act. (j) The Shares shall have been duly authorized for listing on the New York Stock Exchange, subject only to official notice of issuance thereof. (k) On the date hereof, the Investment Adviser shall deliver to each of the other parties to the Fee Agreements copies of the Fee Agreements, executed by such Investment Adviser, together with reproduced copies of such agreements executed by the Investment Adviser for each of the other parties thereto. (l) The “lock-lock up” agreements, each substantially in the form of Exhibit A hereto, agreements between you and certain stockholdersemployees, officers and directors trustees of the Company Fund or the Advisers purchasing Shares in the offering, relating to sales and certain other dispositions of shares of Common Stock Shares or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (lm) The Underwriters shall have received on the date hereof Closing Date a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date from a duly authorized officer of the Prospectus, stating Transfer Agent certifying that certain information the Transfer Agency Agreement is in the Time of Sale Prospectus full force and the Prospectus effect and is correct as a valid and binding agreement of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) Transfer Agent. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the CompanyFund and the Advisers, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when , and as required to be satisfiedofficers’ certificates, this Agreement may be terminated by a report of KPMG LLP and opinions of K&L Xxxxx, internal counsel for the Representatives by notice from Investment Adviser, internal counsel for the Representatives Subadviser and Weil to the Company effect set forth above, except that such certificates, report and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to opinions shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 4:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections 5(a)(i) and 5(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions (i) an opinion and (ii) a negative assurance letter of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxxx & Xxxxxxxx LLPProfessional Corporation (“WSGR”), outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Xxxxxxxx & Xxxxxx Xxxxxxxx LLP, outside intellectual property counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (e) The Underwriters shall have received on the Closing Date (i) an opinion and (ii) a negative assurance letter of Xxxxx Xxxx LLP& Xxxxxxxx LLP (“Xxxxx Xxxx”), counsel for Mill Road Capital II, L.P.the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. Representatives. With respect to Section 5(c)(ii) and (fe)(ii) above, WSGR and Xxxxx Xxxx may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White WSGR described in Section 5(c) and the opinion of Xxxxxxxx & Case LLP, counsel for Xxxxxxxx LLP described in Section 5(d) above shall be rendered to the Underwriters, dated Underwriters at the Closing Daterequest of the Company and shall so state therein. (gf) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwritersRepresentatives, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hg) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersshareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (nh) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of WSGR, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(c) hereof; (iii) an opinion of Xxxxxxxx & Xxxxxxxx LLP, outside intellectual property counsel for the Company, dated the Option Closing Date, to the same effect as the opinion required by Section 5(d) hereof; (iv) an opinion and negative assurance letter of Xxxxx Xxxx, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(e) hereof; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Representatives, from Ernst & Young LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and (vi) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [•] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx Xxxxxx LLP, outside counsel for the Company Company, in each case dated the Closing Date, and Xxxxxxxxx-Noodles, LLC, in each case in the form and substance reasonably satisfactory to the Underwriterspreviously agreed. (d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxx Xxxx Xxxxxxx & Xxxxxx Xxxxxxxx LLP, counsel for Argentia Private Investmentsthe Underwriters, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., in each case dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. With respect to the negative assurances letters referred to in Sections 5(c) and 5(d) above, Xxxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP may state that their beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion of Xxxxxx LLP described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLPIP Law Group, outside patent counsel for Mill Road Capital II, L.P.the Company, dated the Closing Date, Date in the form and substance reasonably satisfactory to the Underwriterspreviously agreed. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young Touche LLP, an independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hg) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersshareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) . The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [8:30 a.m.] (New York City time) on the date hereofhereof and that no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission”); and (iiiii) there shall not have occurred any change, or any development or event involving a prospective change, in the condition, condition (financial or otherwise), or in the earningsresults of operations, business or operations properties of the Company and its subsidiaries, Subsidiaries taken as a wholewhole which, from that set forth in the Time of Sale Prospectus as judgment of the date of this Agreement that, in your judgmentRepresentatives, is so material and adverse and that makes it, in your judgment, impracticable to make it impractical or inadvisable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of XxxxxxWeil, Xxxx Gotshal & Xxxxxxxx Xxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxxxx Xxxxxx & Case Xxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, with respect to such matters as the Underwriters may require. (ge) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hf) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersshareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Class A Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (ig) The Underwriters shall Shares to be delivered on such Closing Date will have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8been approved for listing on the NYSE, as appropriate, together with all required attachments subject to such formofficial notice of issuance. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (nh) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Weil, Gotshal & Xxxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [—] [a.m./p.m.] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, management or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of and the date of this Agreement Prospectus that, in your judgmentthe judgment of the Representatives, is material and adverse and that makes it, in your judgmentthe judgment of the Representatives, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter an opinion of Xxxxxx, Xxxx & Xxxxxxxx Xxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Fenwick & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case West LLP, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Representatives. With respect to Sections 5(c) and (d) above, Xxxxxx LLP and Fenwick & West LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion of Xxxxxx LLP described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (ge) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young Touche LLP, independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than one day prior to the date hereof. (hf) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and executed by certain stockholderssecurity holders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you Xxxxxx Xxxxxxx on or before the date hereof, shall be in full force and effect on the Closing Date. (ig) The Underwriters chief financial officer of the Company shall have received from delivered to the Underwriters, on each Selling Stockholder of the date hereof and on the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments certificate in a form reasonably acceptable to such formthe Representatives. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (nh) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of such documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 1:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a wholeCompany, from that set forth in the Time Prospectus (exclusive of Sale Prospectus as of any amendments or supplements thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions a certificate, dated the Closing Date and a negative assurance letter of Xxxxxxsigned by the Selling Stockholder (or by their attorney-in-fact on their behalf), Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriterseffect that the representations and warranties of the Selling Stockholder contained in this Agreement are true and correct as of the Closing Date and that each Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx Godward LLP, outside counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and warranties authority to own its property and to conduct its business as described in the Prospectus and to such counsel's knowledge, is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such Selling Stockholder set forth qualification, except to the extent that the failure to be so qualified or be in Section 2 of this Agreement are true and correct in all good standing would not have a material respects with adverse effect on the same force and effect as though expressly made by such Selling Stockholder on and as of such date; andCompany; (ii) except as described in the Registration Statement, to such Selling Stockholder counsel's knowledge, the Company has no subsidiaries and does not own any equity interest in all material respects complied with all any other corporation, partnership, limited liability company or other entity; (iii) the agreements and satisfied all authorized capital stock of the conditions on its part Company conforms as to be performed or satisfied at or legal matters to the description thereof contained in the Prospectus; (iv) the shares of Common Stock outstanding prior to such date.the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable; (lv) The Underwriters shall the Shares have received on been duly authorized and, when issued and delivered in accordance with the date hereof a terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or to such counsel's knowledge, similar rights; (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law (other than applicable state securities and blue sky laws, as to which such counsel need not express an opinion) or the certificate of Xxxxx Xxxxxxxxincorporation or by-laws of the Company or, to such counsel's knowledge, any agreement or other instrument binding upon the Company that is material to the Company’s Vice President , or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company, and Controllerno consent, dated approval, authorization or order of, or qualification with, any governmental body or agency is required for the date performance by the Company of its obligations under this Agreement, except such as have been obtained under the Securities Act or as may be required by the securities or Blue Sky laws of the Prospectus, stating that certain information various states in connection with the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance offer and sale of the Shares; (viii) the statements (A) in the Prospectus under the captions " Risk Factors--the Price of our Stock Could Decrease as a Result of Shares as contemplated herein, or Being Sold in order the Market after this Offering," "Business--MIPS License and Intellectual Property," "Description of Capital Stock," "Shares Eligible for Future Sale" and "Underwriters" to evidence the accuracy of any extent of the representations description of this Agreement, and warranties(B) in the Registration Statement in Items 14 and 15, or the satisfaction of any in each case insofar as such statements constitute summaries of the conditions legal matters, documents or agreementsproceedings referred to therein, herein contained; and all proceedings taken by fairly present the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel information called for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to such legal matters, documents and proceedings and fairly summarize the good standing matters referred to therein to the extent required under the Securities Act and the applicable rules and regulations of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.Commission thereunder;

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 3:00 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters hereunder are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Prospectus as of any amendments or supplements thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an the chief executive officer and the chief financial officer of the Company, to the effect set forth in Section 6(a6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer officers signing and delivering such certificate may rely upon his or her the best of their knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions a certificate, dated the Closing Date and a negative assurance letter of Xxxxxxsigned by the Selling Shareholders (or by their attorney-in-fact on their behalf), Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriterseffect that the representations and warranties of the Selling Shareholders contained in this Agreement are true and correct as of the Closing Date and that each Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Brobxxx, Xxlexxx & Xxxxxx LLPXarrxxxx XXX, outside counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the state of California, has the corporate power and warranties authority to own its property and to conduct its business as described in the Registration Statement and Prospectus (and any amendment or supplement thereto) and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such Selling Stockholder set forth qualification, except to the extent that the failure to so qualify or be in Section 2 good standing would not have a material adverse effect on the financial condition, business, properties or results of this Agreement are true and correct in all material respects with operations of the same force and effect as though expressly made by such Selling Stockholder on and as of such date; andCompany; (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date.counsel's knowledge, the Company does not own or control, directly or indirectly, any corporation, association or other entity; (liii) The Underwriters shall have received on the date hereof a certificate authorized capital stock of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated Company as of the date of the Prospectus is as set forth in the description thereof set forth under the caption "Description of Capital Stock" in the Prospectus; (iv) the shares of Common Stock (including the Shares to be sold by the Selling Shareholders) outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued and non-assessable and, to such counsel's knowledge, fully paid; and, to such counsel's knowledge, except as set forth in the Prospectus, stating that certain information in the Time Company does not have outstanding any options to purchase, or any preemptive rights arising under the Company's Restated and Amended Articles of Sale Prospectus and Incorporation (the Prospectus is correct as "Articles") or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the date stated thereinCompany's capital stock or any such options, rights, convertible securities or obligations; and all outstanding shares of capital stock were not issued in violation of any preemptive rights or, to such counsel's knowledge, rights of first refusal of the Company or other similar rights. (mv) On the Shares to be sold by the Company have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to (A) any preemptive rights arising under the Articles or before each the California General Corporation Law or (B) to such counsel's knowledge, any similar rights that entitle or will entitle any person to acquire any shares of capital stock of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass Company upon the issuance and sale of the Shares as contemplated hereinby the Company; (vi) this Agreement has been duly authorized, or in order to evidence executed and delivered by the accuracy of any of Company; (vii) the representations execution and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken delivery by the Company in connection with of, and the issuance and sale performance by the Company of its obligations under, this Agreement will not (A) contravene the Articles or bylaws of the Shares as contemplated herein and in connection with Company or (B) to such counsel's knowledge, constitute a breach or default under any agreement or other instrument binding upon the other transactions contemplated by this Agreement shall be satisfactory in form and substance Company that is an exhibit to the Underwriters Registration Statement, or (C) result in any violation of an existing provision of California or federal law or regulation (other than applicable state securities and Blue Sky laws, as to which such counsel need express no opinion) or any ruling, judgment, order or decree known to such counsel and applicable to the Company or any of its properties; (viii) no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the Underwriters.performance by the Company of its obligations under this Agreement, except (A) as have been obtained under the Securities Act or the Exchange Act, or (B) such as may be required by the securities or Blue Sky laws governing the purchase and distribution of the Shares, as to which such counsel need express no opinion; (nix) The several obligations the statements (A) in the Prospectus under the captions "Risk Factors--Shares Eligible for Future Sale," "Business--Customers and Strategic Relationships (except that such counsel need express an opinion only as to the second paragraph in such section)," "Management--Employee Benefit Plans (to the extent of the Underwriters to purchase Additional Shares hereunder are subject description of the terms of the employee benefit plans)," "Management--Limitation of Liability and Indemnification Matters," "Certain Transactions" (except that such counsel need express an opinion only as to the delivery paragraph entitled "Development Agreement with Cisco Systems"), "Description of Capital Stock" and "Shares Eligible for Future Sale" and (B) in the Registration Statement in Items 14 and 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to you on therein, fairly present the applicable Option Closing Date of such documents as you may reasonably request information called for with respect to such legal matters, documents and proceedings and fairly summarize the good standing of the Company, the due authorization and issuance of the Additional Shares matters referred to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.therein;

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that no stop order suspending the effectiveness of the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on been issued under the date hereofSecurities Act or proceedings therefor initiated or threatened by the Commission. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter an opinion of Xxxxxx, Xxxx & Xxxxxxxx Xxxxxxx Procter LLP, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in substantially the form and substance reasonably satisfactory to the Underwritersof Exhibit B hereto. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx from Milbank, Tweed, Xxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case XxXxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to such matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (ge) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwritersRepresentatives, from Ernst & Young KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hf) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersthe shareholders, officers and directors of the Company listed in Schedule III hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (ig) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8received, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On on each of the Closing Date date hereof and each Option the Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controllercertificate, dated the date of hereof or the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, as the Underwriters and counsel for case may be, signed by the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale Chief Financial Officer of the Shares as contemplated hereinCompany, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance satisfactory to the Underwriters and counsel for the UnderwritersRepresentatives. (nh) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxxx Procter LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Representatives, from KPMG LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (v) a certificate, dated the Option Closing Date, signed by the Chief Financial Officer of the Company, in form and substance satisfactory to the Representatives; and (vi) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 9:00 a.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings proceeding for such purpose or pursuant to Section 8A under the Securities Act shall have been instituted be pending before or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesthe Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgmentthe judgment of the Representatives, is material and adverse and that makes it, in your judgmentthe judgment of the Representatives, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections 5(a)(i) and (a)(ii) above and to the effect that the representations and warranties of the Company and the Operating Partnership contained in this Agreement are true and correct as of the Closing Date and that each of the Company and the Operating Partnership has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxx Lxxxxx & Xxxxxxxx Wxxxxxx LLP, outside special counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the Underwriterseffect set forth in Exhibit B hereto. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Lxxxxx & Xxxxxx Wxxxxxx LLP, special counsel for Argentia Private Investmentsthe Company, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.with respect to certain tax matters, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriterseffect set forth in Exhibit C hereto. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx Vxxxxxx LLP, Maryland counsel for Mill Road Capital II, L.P.the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriterseffect set forth in Exhibit D hereto. (f) The Underwriters shall have received on the Closing Date an opinion of the Company’s general counsel, dated the Closing Date, to the effect set forth in Exhibit E hereto. (g) The Underwriters shall have received on the Closing Date a favorable opinion and negative assurance letter of White & Case Cxxxxxxx Chance US LLP, counsel for the Underwriters, dated with respect to the Closing Datematters as the Representatives may require. (gh) With respect to the negative assurance letters to be delivered pursuant to Section 5(c), Lxxxxx & Wxxxxxx LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus, the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to the opinions and negative assurance letter to be delivered pursuant to Section 5(g), Cxxxxxxx Chance US LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto (other than the documents incorporated by reference) and upon review and discussion of the contents thereof (including documents incorporated by reference), but are without independent check or verification, except as specified. The opinions of Lxxxxx & Wxxxxxx LLP described in Sections 5(c) and 5(d) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (i) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young RSM US LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hj) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you the Representatives and certain stockholdersshareholders, officers and directors of the Company relating to restrictions on sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. (ik) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8received, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On on each of the Closing Date date hereof and each Option the Closing Date, a certificate dated the Underwriters shall have received a written certificate executed by each Selling Stockholderdate hereof or the Closing Date, dated as of such datethe case may be, in form and substance satisfactory to the effect that: (i) Underwriters, from the representations and warranties chief financial officer of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dateCompany. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of Lxxxxx & Wxxxxxx LLP, special counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Lxxxxx & Wxxxxxx LLP, special counsel for the Company, with respect to certain tax matters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) an opinion of Vxxxxxx LLP, Maryland counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (v) an opinion of the Company’s general counsel, dated the Option Closing date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(f) hereof; (vi) an opinion and negative assurance letter of Cxxxxxxx Chance US LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(g) hereof; (vii) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from RSM US LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(i) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; (viii) a certificate, dated the Option Closing Date and signed by the chief financial officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(j) hereof remains true and correct as of such Option Closing Date; and (ix) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The respective obligations of the Company Fund and Selling Stockholders to sell the Shares to the Underwriters Investment Advisers and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date hereunder are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. P.M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: Date (i1) in the case of the Fund, there shall not have occurred (A) any downgradingchange or decrease specified in the letter or letters referred to in paragraph (h) of this Section 7, nor shall or (B) any notice have been given of change, or any intended or potential downgrading or of any review for development involving a possible change that does not indicate the direction of the possible prospective change, in the rating accorded any condition, financial or otherwise, or in the earnings, business, business prospects, properties or operations of the securities Fund, whether or not arising from transactions in the ordinary course of business of the Company or any Fund, from that set forth in the Time of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined Sale Prospectus and, (2) in Section 3(a)(62) the case of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effecteach Investment Adviser, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, business prospects, properties, operations, management or operations personnel of the Company and its subsidiariesInvestment Adviser, taken as a wholewhether or not arising from transactions in the ordinary course of business of such Investment Adviser, from that set forth in the Time of Sale Prospectus as Prospectus, the effect of which in any case referred to in clause (1) or (2) above is, in the sole judgment of the date of this Agreement thatRepresentatives, in your judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer Date, of the Companypresident and treasurer (or officers acting in similar capacities) of the Fund, to the effect set forth (i) that no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose or pursuant to Section 6(a8A of the Securities Act are, as of the Closing Date, pending before or, to his or her knowledge, threatened by the Commission, (ii) above and to the effect that the representations and warranties of the Company Fund contained in this Agreement are true and correct as of the Closing Date Date, and (iii) that the Company Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing Underwriters shall have received on the Closing Date a certificate, dated the Closing Date, of the president or vice president and delivering treasurer (or officers acting in similar capacities) of the Manager, to the effect (i) that no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such certificate may rely upon purpose or pursuant to Section 8A of the Securities Act are, as of the Closing Date, pending before or, to his or her knowledge knowledge, threatened by the Commission, (ii) that the representations and warranties of the Manager contained in this Agreement are true and correct as of the Closing Date, and (iii) that the Manager has complied with all of the agreements and satisfied all of the conditions on its part to proceedings threatened. (c) be performed or satisfied hereunder on or before the Closing Date. The Underwriters shall have received on the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.certificate, dated the Closing Date, of a senior vice president and vice president (or officers acting in similar capacities) of each in form and substance reasonably satisfactory Sub-Adviser, to the Underwriters. effect (ei) The Underwriters shall have received on that the Closing Date an opinion representations and warranties of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Sub-Adviser contained in this Agreement are true and correct as of the Closing Date, in form and substance reasonably satisfactory (ii) that the Sub-Adviser has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the UnderwritersClosing Date. (fc) Each of the Investment Advisers and the Fund shall have performed all of their respective obligations to be performed hereunder on or prior to the Closing Date. (d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Sidley Austin LLP, counsel for the Fund, dated the Closing Date and addressed to the Underwriters, to the effect set forth in Exhibit A-1 hereto. The Underwriters shall have received on the Closing Date an opinion of Vxxxxxx LLP, Maryland counsel for the Fund, dated the Closing Date and addressed to the Underwriters, to the effect set forth in Exhibit A-2 hereto. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Cxxxxxx XxXxxxxxx, Jxxxxxx X. Xxxxxxxxx and Batoolah Dawreeawoo, counsel for the Manager, PGIM, Inc. and PGIM Limited, respectively, dated the Closing Date and addressed to the Underwriters, to the effect set forth in Exhibits A-0, X-0 and A-5 hereto. (f) The Underwriters shall have received on the Closing Date the favorable opinion and negative assurance letter of Weil, Gotshal & Case Mxxxxx LLP, counsel for the Underwriters, dated the Closing Date, and covering such matters as the Underwriters shall reasonably request. The opinions and negative assurance letters of Sidley Austin LLP, Vxxxxxx LLP, Cxxxxxx XxXxxxxxx, Jxxxxxx X. Xxxxxxxxx and Batoolah Dawreeawoo, described in Sections 7(d) and 7(e) above, respectively, shall be rendered to the Underwriters at the request of the Fund and shall so state therein. (g) The Underwriters shall have received on the Closing Date a certificate from a duly authorized officer of each of the Custodian and the Transfer Agent, certifying that each of the Custodian Agreement, the Accounting Services Agreement and the Transfer Agency Agreement, as applicable, is in full force and effect and is a valid and binding agreement of the Custodian or the Transfer Agent, as applicable. (h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young LLPPWC, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort agreed-upon procedures letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , provided that the letter delivered on the Closing Date shall use a “cut-off cut‑off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed All filings, applications and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company Fund and the Investment Advisers in connection with the issuance organization and sale registration of the Fund and the Shares as contemplated herein under the Acts and in connection with the other transactions contemplated by this Agreement applicable Rules and Regulations shall be reasonably satisfactory in form and substance to the Underwriters you and counsel for the Underwriters. (nj) No action, suit, proceeding, inquiry or investigation shall have been instituted or, to the knowledge of the Fund or the Investment Advisers, threatened by the Commission which would adversely affect the Fund’s standing as a registered investment company under the Investment Company Act or the standing of the Manager or a Sub-Adviser as a registered investment adviser under the Advisers Act. (k) The Shares shall have been duly authorized for listing on the New York Stock Exchange, subject only to official notice of issuance thereof. (l) On the date hereof, the Manager shall deliver to each of the other parties to the Fee Agreements copies of the Fee Agreements, executed by the Manager. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the CompanyFund and the Investment Advisers, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when , and as required to be satisfiedofficers’ certificates and opinions and negative assurance letters of Sidley Austin LLP, this Agreement may be terminated by the Representatives by notice from the Representatives Vxxxxxx LLP, Cxxxxxx XxXxxxxxx, Jxxxxxx X. Xxxxxxxxx and Batoolah Dawreeawoo and Weil, Gotshal & Mxxxxx LLP to the Company effect set forth above, except that such certificates and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to opinions shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings proceeding for such purpose or pursuant to Section 8A under the Securities Act shall have been instituted be pending before or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections 5(a)(i) and 5(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions (i) an opinion and (ii) a negative assurance letter of Xxxxxx, Xxxx Lxxxxx & Xxxxxxxx Wxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date (i) an opinion of Xxxx Xxxxxxx Cxxxxx, Hxxx & Xxxxxx Sxxxxxx LLP, outside intellectual property counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P.Company, dated the Closing Date, in form and substance reasonably satisfactory to the UnderwritersRepresentatives and (ii) an opinion of Kxxxxx, Mxxxxxx, Oxxxx & Bear, LLP, outside intellectual property counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. (fe) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case Sidley Austin LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. With respect to the negative assurance letters to be delivered pursuant to Sections 5(c) and 5(e) above, Lxxxxx & Wxxxxxx LLP and Sxxxxx Xxxxxx LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified therein. The opinion and negative assurance letter of Lxxxxx & Wxxxxxx LLP described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate dated the date hereof or the Closing Date, as the case may be, in substantially the form as set forth on Exhibit C, from the principal financial officer of the Company as to the accuracy of certain financial and other information included in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young RSM US LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you the Representatives and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares Securities to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date Securities are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. ________ [a.m./p.m.] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.its (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aclause (a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLPNeal X. Xxxxxx, counsel for Argentia Private Investments, Inc. Xxnior Vice President and an internal counsel for Public Sector Pension Investment Board, sole parent General Counsel of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and warranties authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such Selling Stockholder set forth qualification, except to the extent that the failure to be so qualified or be in Section 2 of this Agreement are true good standing would not have a material adverse effect on the Company and correct in all material respects with the same force and effect its subsidiaries, taken as though expressly made by such Selling Stockholder on and as of such date; anda whole; (ii) each subsidiary of the Company has been duly incorporated or organized, is validly existing as a corporation, limited liability company, partnership or other similar entity in good standing under the laws of the jurisdiction of its incorporation, has the corporate or other power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such Selling Stockholder has in all material respects complied with all qualification, except to the agreements and satisfied all extent that the conditions on its part failure to be performed so qualified or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information be in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold would not have a material adverse effect on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and its subsidiaries, taken as a whole; (iii) each of this Agreement and the Selling Stockholders at any time on or prior to Indenture has been duly authorized, executed and delivered by the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.Company;

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [●] [a.m.][p.m.] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) no order suspending the effectiveness of the Registration Statement shall be in effect, and to the Company’s knowledge, no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall the Company have received any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections 6(a)(i) and 6(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLPDLA Piper LLP (US), outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Selling Shareholders, dated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLPone or more opinions from local counsel(s) for the Selling Shareholders, counsel for Mill Road Capital II, L.P., in each case dated the Closing Date, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case Xxxxxx LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. With respect to the negative assurance letters to be delivered pursuant to Sections 6(c), 6(d) and 6(f) above, DLA Piper LLP (US), Xxxxxx LLP and Xxxxxx LLP, respectively, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(d) above, Xxxxxx LLP may rely upon an opinion or opinions of counsel for any Selling Shareholders and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of each Selling Shareholder contained herein and in the Custody Agreement and Power of Attorney of such Selling Shareholder and in other documents and instruments; provided that (A) each such counsel for the Selling Shareholders is satisfactory to the Representatives’ counsel, (B) a copy of each opinion so relied upon is delivered to the Representatives and is in form and substance satisfactory to the Representatives’ counsel, (C) copies of such Custody Agreements and Powers of Attorney and of any such other documents and instruments shall be delivered to the Representatives and shall be in form and substance satisfactory to the Representatives’ counsel and (D) Xxxxxx LLP shall state in their opinion that they are justified in relying on each such other opinion. The opinions of DLA Piper LLP (US) and Xxxxxx LLP described in Sections 6(c), 6(d) and 6(e) above (and any opinions of counsel for any Selling Shareholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Company or one or more of the Selling Shareholders, as the case may be, and shall so state therein. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lockLock-up” agreements, each substantially in up Agreements among the form of Exhibit A hereto, between you Representatives and certain stockholdersshareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8received, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On on each of the Closing Date date hereof and each Option the Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate signed by the Chief Financial Officer of Xxxxx Xxxxxxxx, the Company’s Vice President , in his capacity as such, with respect to certain financial and Controller, dated the date of the Prospectus, stating that certain accounting information in the Registration Statement, the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing DateProspectus, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance reasonably satisfactory to the Underwriters and counsel for the Underwriters. (nj) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of DLA Piper LLP (US), outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof; (iii) an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Selling Shareholders, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) opinions of local counsel(s) for the Selling Shareholders, in each case dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (v) an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof; (vi) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(g) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (vii) a certificate, dated the Option Closing Date and signed by the Chief Financial Officer of the Company, substantially in the same form and substance as the certificate delivered to the Underwriters pursuant to Section 6(i) hereof; and (viii) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [ ● ] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (iiii) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; (iv) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission”); and (iiiv) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgmentthe judgment of the Representatives, is material and adverse and that makes it, in your judgmentthe judgment of the Representatives, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Stockholder to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. __________ (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded to any of the Company's securities or in the financial strength or claims-paying ability rating of any of the Company Company's Designated Subsidiaries by A.M. Best Company, Inc. or by Moody's Investor Services, Inc., Standard & Poor's Ratings Xxxxxxes, a division of The McGraw-Hill Companies, Inc., or any of its subsidiaries by any “other "nationally recognized statistical xxxxistical rating organization,” " as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Prospectus as of any amendments or supplements thereto subsequent to the date of this Agreement Agreement) that, in your the Representative's judgment, is material and adverse and that makes it, in your the Representative's judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date (i) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (ii) a certificate, dated the Closing Date and signed by the Selling Stockholder, to the effect that the representations and warranties of the Selling Stockholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter an opinion of Xxxxxx, Xxxx Simpson Thacher & Xxxxxxxx Bartlett LLP, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCxxxxx xxx Xxxxing Xxxx, each in form and substance reasonably satisfactory xubstantially to the Underwriterseffect set forth in Exhibit A-1 hereto and a letter from Simpson Thacher & Bartlett LLP, dated the Closing Date, substantxxxxx xx xxx xxfecx xxx xxrth in Exhibit A-2 hereto. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLPKatherine Greenzang, counsel for Argentia Private InvestmentsSenior Vice President, Inc. General Counsel and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.Xxxxxxxxx xx xxx Xxmpany, dated the Closing Date, each in form and substance reasonably satisfactory substantially to the Underwriterseffect set forth in Exhibit B hereto. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLPDavis Polk & Wardwell, special U.S. counsel for Mill Road Capital IIthe Selling Stocxxxxxxx, L.P., dated the Closing xatex xxx Xxosing Date, in form and substance reasonably satisfactory substantially to the Underwriterseffect set forth in Exhibit C hereto. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLPPhilip Povel, in-house Dutch counsel for the UnderwritersSelling Stockholder xxx Xxxxxx N.V., dated the Closing Date, substantially to the effect set forth in Exhibit D hereto. (g) The Underwriters shall have received on the Closing Date an opinion of Jeannine Quaetaert, in-house Belgian counsel for Fortis SA/NV, dxxxx xxx Closing Date, substantially to the effect set forth in Exhibit E hereto. (h) The Underwriters shall have received on the Closing Date an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, outside counsel for the Underwriters, dated xxx Xxxsinx Xxte, substantially to the extent set forth in Exhibit F-1 hereto and a letter from Skadden, Arps, Slate, Meagher & Flom LLP, dated the Closing Date, substantially to the effecx sex xxrth in Exhibit F-2 hereto. The opinions of Simpson Thacher & Bartlett LLP, Katherine Greenzang, Esq., Xxxxx Xxxx & Xardxxxx, Xxilip Pxxxx xxx Xxxxxxxx Xuaetaert xxxxxxxxx in Xxxxxxxx 0(x), (d), (e), (x) xxx (g) above shall be rendered to the Underwriters at the request of the Company or the Selling Stockholder, as the case may be, and shall so state therein. (i) The Underwriters and the Selling Stockholder shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus; provided that the letter delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof. (j) The Underwriters and the Selling Stockholder shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hk) The “"lock-up” " agreements, each substantially in the form of Exhibit A G hereto, between you the Underwriters and certain stockholders, officers and directors of the Company Company, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you the Representative on or before the date hereof, shall be in full force and effect on the Closing Date. (il) The "lock-up" agreements, each substantially in the form of Exhibit H hereto, between the Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 Fortis N.V. and Fortis SA/NV, relating to sales and certain other dispositions of shares of Common Stock or an IRS Form W-8certain other securities, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection delivered to the fairness and reasonableness of Representative on or before the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Datedate hereof, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth be in Section 2 of this Agreement are true and correct in all material respects with the same full force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated thereinClosing Date. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters The Restructuring shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) been consummated. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representative on the applicable Option Closing Date of such documents as you the Representative may reasonably request with respect to the good standing of the CompanyCompany and its subsidiaries, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Shareholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on the date hereofprior to the date of this agreement. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received a Certificate of the Chief Financial Officer, dated as of the date hereof and on the Closing Date opinions and a negative assurance letter Date, in his capacity as an officer of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodlesnot in his individual capacity, LLC, each in the form and substance reasonably satisfactory to the Underwritersyou. (d) The Underwriters shall have received on the Closing Date an opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxxxx LLP, outside counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each including the opinions set forth in form and substance reasonably satisfactory to the UnderwritersAnnex I hereto. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx LLP, Nevada counsel for Mill Road Capital II, L.P.the Company, dated the Closing Date, including the opinions set forth in form and substance reasonably satisfactory to the UnderwritersAnnex II hereto. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxxxx LLP, counsel for the Selling Shareholders other than Parthenon DCS Holdings, LLC, dated the Closing Date, including the opinions set forth in Annex III hereto. (g) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxxx, Xxxxxxxx & Case Xxxxxx, P.A., counsel for Parthenon DCS Holdings, LLC, dated the Closing Date, including the opinions set forth in Annex IV hereto. (h) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Underwriters. (gi) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hj) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersshareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) . The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Shareholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 [ ] p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries subsidiaries, parents or affiliates, by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of XxxxxxXxxx, Xxxx Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, outside counsel for the Company Company, dated the Closing Date, in substantially the forms as set forth in Exhibits A and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the UnderwritersB hereto. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxx Xxxxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Selling Shareholders, dated the Closing Date, each in substantially the form and substance reasonably satisfactory to the Underwritersas set forth in Exhibit C hereto. (e) The Underwriters shall have received on the Closing Date an such additional opinion of letters with respect to certain Selling Shareholders as previously agreed to by the parties to be delivered by appropriate counsel in such previously mutually agreed form between such counsel and Xxxxx Xxxx & Xxxxxxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxxx Xxxx & Case Xxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, in the form mutually agreed upon between the Representatives and Xxxxx Xxxx & Xxxxxxxx LLP. (g) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Westwood & Riegels, British Virgin Islands Counsel to the Company, dated the Closing Date, in substantially the form as set forth in Exhibit D hereto. (h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hi) The “lock-up” agreements, each substantially in the form of Exhibit A E hereto, between you and certain stockholderssecurity holders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock Ordinary Shares or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (ij) The Underwriters Each Underwriter shall have received the certificate described in Section 7(i), if applicable, from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangementsCompany. (k) On each of the Closing Date and each Option Closing Date, the Underwriters Each Underwriter shall have received a written certificate executed by Form W-9 or Form W-8, as described in Section 8, from each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dateShareholder. (l) The Underwriters shall have received on a certificate in the form attached as Exhibit F hereto, dated as of each of the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any Chief Financial Officer of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) Company. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations obligation of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become been declared effective by the Commission not later than 5:30 p.m. [●] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any public notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the respective dates of the Registration Statement, the Time of Sale Prospectus as of and the date of this Agreement Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the CompanyCompany and the General Partner of the Operating Partnership, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company and the Operating Partnership contained in this Agreement are true and correct as of the Closing Date and that each of the Company and the Operating Partnership has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate on behalf of the Company and the General Partner of the Operating Partnership may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter an opinion of Xxxxxx, Xxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodlesthe Operating Partnership, LLCdated the Closing Date, each in form and substance reasonably satisfactory with respect to the Underwritersmatters identified in Exhibits A-1 and A-2 hereto. In giving such opinions, such counsel may rely, as to matters of fact, to the extent it deems proper, on certificates of officers of the Company and the General Partner of the Operating Partnership and certificates of public officials. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx Xxxxx LLP, Maryland corporate counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory with respect to the Underwritersmatters identified in Exhibit B hereto. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx Xxxxxx Xxxxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. In giving such opinion such counsel may rely, as to all matters governed by Maryland law, upon the opinion of Xxxxxxx Xxxxx LLP referred to in Section 5(d). In giving such opinions, such counsel may rely, as to matters of fact, to the extent it deems proper, on certificates of officers of the Company and the General Partner of the Operating Partnership and certificates of public officials. (f) The Underwriters shall have received received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, an independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for shall use a “cut-off date” not earlier than the Underwriters, dated the Closing Datedate hereof. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young Touche LLP, an independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference of Caesars Entertainment Corporation contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each (i) substantially in the form of Exhibit A D-1 hereto signed by the persons listed on Schedule IV-1 hereto and (ii) substantially in the form of Exhibit D-2 hereto signed by the persons listed on Schedule IV-2 hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder on the Closing Date a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8certificate of the chief financial officer of the Company, dated as appropriateof the Closing Date, together with all required attachments to such formsubstantially in the form of Exhibit C hereto. (j) If a filing FINRA has been made confirmed that it has not raised any objection with FINRA, FINRA shall have raised no objection respect to the fairness and reasonableness of the underwriting terms and arrangementsarrangements relating to the offering of the Shares. (k) On each of the Closing Date and each Option Closing Date, the Underwriters Shares shall have received a written certificate executed by each Selling Stockholderbeen approved for listing on the NYSE, dated as subject only to official notice of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dateissuance. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company and the General Partner of the Operating Partnership, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, outside counsel for the Company and the Operating Partnership, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) an opinion of Sidley Austin LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (vi) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (vii) such other documents as you may reasonably request with respect to the good standing of the CompanyCompany and the Operating Partnership, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date or the Option Closing Date, as the case may be, are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [ ] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, management, operations or operations prospects of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgmentthe judgment of the Representative, is material and adverse and that that, individually or in the aggregate, makes it, in your judgmentthe judgment of the Representative, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date and on the Option Closing Date, as the case may be, a certificate, dated the Closing Date or such Option Closing Date, as the case may be, and signed by an executive officer of the Company, to the effect set forth in Section Sections 6(a), 6(p) above and 6(q) herein and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date or such Option Closing Date, as the case may be, and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date or such Option Closing Date, as the case may be. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and on the Option Closing Date, as the case may be, a negative assurance letter certificate, dated the Closing Date or such Option Closing Date, as the case may be, and signed by an Attorney-in-Fact of Xxxxxxthe Selling Shareholders, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriterseffect that the representations and warranties of the Selling Shareholders contained in this Agreement are true and correct as of the Closing Date and such Option Closing Date, as the case may be, and that each of the Selling Shareholders has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and such Option Closing Date, as the case may be. (d) The Underwriters “lock-up” agreements, each substantially in the form of Exhibit A hereto, between the Representative and each of the individuals and entities listed on Schedule VI hereto relating to sales and certain other dispositions of Ordinary Shares or certain other securities, delivered to the Representative on or before the date hereof, shall have received be in full force and effect on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Option Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date and on the Option Closing Date, as the case may be, an opinion of Xxxxx Xxxx Xxxxxx & Xxxxxxx LLP, U.S. counsel for Mill Road Capital II, L.P.the Company, dated the Closing Date or such Option Closing Date, in form and substance reasonably satisfactory as the case may be, to the Underwriters.effect set forth in Exhibit B. (f) The Underwriters shall have received on the Closing Date and on the Option Closing Date, as the case may be, an opinion of Xxxxxxx Xxxx & Xxxxxxx (Mauritius) Limited, outside Mauritius counsel for the Company, dated the Closing Date or such Option Closing Date, as the case may be, to the effect set forth in Exhibit C. (g) The Underwriters shall have received on the Closing Date and negative assurance letter on the Option Closing Date, as the case may be, an opinion of White & Case S&R Associates, Indian counsel for the Company, dated the Closing Date or such Option Closing Date, as the case may be, to the effect set forth in Exhibit D. (h) The Underwriters shall have received on the Closing Date and on the Option Closing Date, as the case may be, an opinion of Indian counsel for certain Selling Shareholders, dated the Closing Date or such Option Closing Date, as the case may be, to the effect set forth in Exhibit E. (i) The Underwriters shall have received on the Closing Date and on the Option Closing Date, as the case may be, an opinion of Xxxxxx and Calder, counsel for each of SB Asia Investment Fund II L.P., SAIF II GP, L.P., SAIF Partners II L.P. and SAIF II GP Capital Ltd., dated the Closing Date or such Option Closing Date, as the case may be, to the effect set forth in Exhibit F. (j) The Underwriters shall have received on the Closing Date and on the Option Closing Date, as the case may be, an opinion of Dev X. Xxxxxx, counsel for Helion Venture Partners, LLC, dated the Closing Date or such Option Closing Date, as the case may be, to the effect set forth in Exhibit G. (k) The Underwriters shall have received on the Closing Date and on the Option Closing Date, as the case may be, an opinion of Xxxxxx LLP, counsel for each of Sierra Ventures Associates VIII, LLC, Sierra Ventures VIII-A, L.P. and Sierra Ventures VIII-B, L.P., dated the Closing Date or such Option Closing Date, as the case may be, in the form agreed upon with the Representative as of the date of this Agreement. (l) The Underwriters shall have received on the Closing Date and on the Option Closing Date, as the case may be, an opinion of Shearman & Sterling LLP, U.S. counsel for the Underwriters, dated the Closing Date or such Option Closing Date, as the case may be, in form and substance satisfactory to the Underwriters. (gm) The Underwriters shall have received on the Closing Date and on the Option Closing Date, as the case may be, an opinion of Amarchand & Mangaldas & Xxxxxx X. Xxxxxx & Co., Indian counsel for the Underwriters, dated the Closing Date or such Option Closing Date, as the case may be, in form and substance satisfactory to the Underwriters. (n) The Underwriters shall have received, on each of (1) the date hereof hereof, (2) the date on which the first sale of the Shares is confirmed if such date is not the same as the date hereof, and (3) the Closing Date and the Option Closing Date, as the case may be, a letter dated the date hereof hereof, the date on which the first sale of the Shares is confirmed, the Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, KPMG containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the IFRS audited and unaudited financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (ho) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462 Registration Statement with the Commission in compliance with Rule 462(b) under the Securities Act by [10:00 p.m.], Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act. (p) The “lock-up” agreementsCompany shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act, each substantially if any) in the form of Exhibit A heretomanner and within the time period required by Rule 424(b) under the Securities Act and in accordance with Section 7(a) hereof; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, between you and certain stockholders, officers and directors such post-effective amendment shall have become effective. (q) No stop order suspending the effectiveness of the Company relating Registration Statement, any Rule 462 Registration Statement, or any post-effective amendment to sales and certain other dispositions the Registration Statement, or any part of shares of Common Stock or certain other securities, delivered to you on or before the date hereofany such Registration Statement, shall be in full force effect and effect on no proceedings for such purpose shall have been instituted or threatened by the Closing DateCommission. (ir) The Underwriters Company or the agent of the Company (as directed by the Company) shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service Shareholder (i) ordinary and/or preferred share certificates; (ii) irrevocable conditional options exercise notices relating to the exercise of options; and/or (iii) irrevocable conditional preferred share conversion notices (the “IRSRelevant Documents”) Form W-9 or an IRS Form W-8), as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to contemplated by the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate Custody Agreements executed by each Selling StockholderShareholder, dated as of and such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed Relevant Documents have not been revoked or satisfied at or prior to such datewithdrawn. (ls) The Underwriters Company shall have received on delivered to the date hereof a certificate Custodian certain share information representing the number of Xxxxx Xxxxxxxx, the Company’s Vice President issued and Controller, dated the date outstanding Ordinary Shares of the ProspectusCompany to be sold by each Selling Shareholder, stating that certain information in the Time including Ordinary Shares to be issued upon exercise of Sale Prospectus and the Prospectus is correct as options or conversion of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Datepreferred shares, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated Custody Agreements executed by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) each Selling Shareholder. The several obligations of the Underwriters to purchase Additional Shares hereunder are further subject to the delivery to you the Representative on the applicable Option Closing Date of such documents as you the Representative may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) . The Representative may, at its sole discretion, and on behalf of the Underwriters, waive compliance with any of the conditions specified in this Section 6. If any condition specified in this Section 6 hereto is shall not satisfied have been fulfilled when and as required to be satisfiedfulfilled, and such condition shall not have been waived by the Representative pursuant to this Section, this Agreement Agreement, or, in the case of any condition to the purchase of the Additional Shares on an Option Closing Date, the obligations of the several Underwriters to purchase the relevant Additional Shares may be terminated by the Representatives Representative by notice from the Representatives to the Company and the Selling Stockholders Sellers at any time on at or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which and such termination shall be without liability on the part of any party to any other party, party except as provided in Section 10 and except that Section 8 Sections 1, 2, 11 and Section 10 shall at all times be effective and 25 shall survive any such terminationtermination and remain in full force and effect.

Conditions to the Underwriters’ Obligations. The respective obligations of the Company Fund and Selling Stockholders to sell the Shares to the Underwriters Advisers and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date hereunder are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 4:00 P.M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: Date or, if earlier, the dates as of which information is given in the Registration Statement (iexclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), (1) in the case of the Fund, there shall not have occurred (A) any downgrading, nor shall any notice have been given of any intended change or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, decrease specified in the rating accorded any of the securities of the Company letter or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined letters referred to in Section 3(a)(62paragraph (g) of the Exchange Act; this Section 6, or (iiB) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving that could reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business business, prospects, properties or operations of the Company and its subsidiariesFund, taken as a wholewhether or not arising from transactions in the ordinary course of business, from that set forth in the Time of Sale Prospectus as and, (2) in the case of each Adviser, there shall not have occurred any change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, prospects, properties, operations, management or personnel of the date Adviser, whether or not arising from transactions in the ordinary course of this Agreement thatbusiness, from that set forth in the Time of Sale Prospectus, the effect of which in any case referred to in clause (1) or (2) above is, in your judgmentthe sole judgment of the Representatives, is so material and adverse and that makes it, in your such Representatives’ judgment, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificatecertificates, dated the Closing Date Date, of the principal executive officer and signed by principal financial officer (or officers acting in similar capacities) of the Fund and an executive officer of the Companyeach Adviser, to the effect set forth (i) that no stop order suspending the effectiveness of the Registration Statement is in Section 6(a) above effect, and no proceedings for such purpose are, as of the Closing Date, pending before or, to the effect knowledge of the Fund or such Adviser, threatened by the Commission, (ii) that the representations and warranties of the Company Fund and such Adviser contained in Sections 1 and 2, as applicable, of this Agreement are true and correct as of the Closing Date Date, (iii) that each of the Fund and that the Company Advisers has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date, and (iv) during the time periods set forth in Section 6(a) above, there has been no Fund Material Adverse Effect or Adviser Material Adverse Effect, as applicable. The Each officer signing and delivering such a certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters Each of the Advisers and the Fund shall have received performed all of their respective obligations to be performed hereunder on or prior to the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the UnderwritersDate. (d) The Underwriters shall have received on the Closing Date an opinion and a negative assurance letter of Xxxx Xxxxxxxx Ronon Xxxxxxx & Xxxxxx LLPXxxxx, LLP (“Stradley”), special counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Fund, dated the Closing DateDate and addressed to the Underwriters, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives, to the effect set forth in Exhibit A-1 hereto. (e) The Underwriters shall have received on the Closing Date (i) an opinion of Xxxxx Xxxx LLP, internal counsel for Mill Road Capital IIthe Investment Adviser and (ii) an opinion of internal counsel for the Subadviser, L.P., each dated the Closing DateDate and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, to the effect respectively set forth in Exhibit A-2 and Exhibit A-3 hereto. (f) The Underwriters shall have received on the Closing Date an the favorable opinion and negative assurance letter of White Xxxx, Xxxxxxx & Case LLPXxxxxx LLP (“Weil”), counsel for the Underwriters, dated the Closing Date, and covering such matters as the Underwriters shall reasonably request. In rendering the opinions described in Section 6(d) and Section 6(f) above and the opinions rendered in connection with the sale to the Underwriters of Additional Shares, if any, as to matters of Massachusetts law, Stradley and Weil may rely on the opinion of Xxxxxx Xxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxx”), so long as a copy of such opinion of Xxxxxx Xxxxx is delivered to you and is in form and substance satisfactory to you and your counsel, and such opinion of Xxxxxx Xxxxx expressly permits reliance thereon by Stradley and Weil for purposes of rendering the foregoing opinion. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter signed report from KPMG LLP, dated the date hereof or the Closing Datesuch date, as the case may be, and in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, you and your counsel containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters reports with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) All filings, applications and proceedings taken by the Fund and the Advisers in connection with the organization and registration of the Fund and the Shares under the Acts and the applicable Rules and Regulations shall be satisfactory in form and substance to you and counsel for the Underwriters. (i) No action, suit, proceeding, inquiry or investigation shall have been instituted or, to the knowledge of the Fund or the Advisers, threatened by the Commission which would adversely affect the Fund’s standing as a registered investment company under the Investment Company Act or the standing of the Investment Adviser or Subadviser as a registered investment adviser under the Advisers Act. (j) The Shares shall have been duly authorized for listing on the New York Stock Exchange, subject only to official notice of issuance thereof. (k) On the date hereof, the Investment Adviser shall deliver to each of the other parties to the Fee Agreements copies of the Fee Agreements, executed by such Investment Adviser, together with reproduced copies of such agreements executed by the Investment Adviser for each of the other parties thereto. (l) The “lock-lock up” agreements, each substantially in the form of Exhibit A hereto, agreements between you and certain stockholdersemployees, officers and directors trustees of the Company Fund or the Advisers purchasing Shares in the offering, relating to sales and certain other dispositions of shares of Common Stock Shares or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (lm) The Underwriters shall have received on the date hereof Closing Date a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date from a duly authorized officer of the Prospectus, stating Transfer Agent certifying that certain information the Transfer Agency Agreement is in the Time of Sale Prospectus full force and the Prospectus effect and is correct as a valid and binding agreement of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) Transfer Agent. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the CompanyFund and the Advisers, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when , and as required to be satisfiedofficers’ certificates, this Agreement may be terminated by a report of KPMG LLP and opinions of Stradley, internal counsel for the Representatives by notice from Investment Adviser, internal counsel for the Representatives Subadviser and Weil to the Company effect set forth above, except that such certificates, report and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to opinions shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The respective obligations of the Company Fund and Selling Stockholders to sell the Shares to the Underwriters Advisers and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date hereunder are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 4:00 P.M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: Date or, if earlier, the dates as of which information is given in the Registration Statement (iexclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), (1) in the case of the Fund, there shall not have occurred (A) any downgrading, nor shall any notice have been given of any intended change or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, decrease specified in the rating accorded any of the securities of the Company letter or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined letters referred to in Section 3(a)(62paragraph (g) of the Exchange Act; this Section 6, or (iiB) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving that could reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business business, prospects, properties or operations of the Company and its subsidiariesFund, taken as a wholewhether or not arising from transactions in the ordinary course of business, from that set forth in the Time of Sale Prospectus as and, (2) in the case of each Adviser, there shall not have occurred any change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, prospects, properties, operations, management or personnel of the date Adviser, whether or not arising from transactions in the ordinary course of this Agreement thatbusiness, from that set forth in the Time of Sale Prospectus, the effect of which in any case referred to in clause (1) or (2) above is, in your judgmentthe sole judgment of the Representatives, is so material and adverse and that makes it, in your such Representatives’ judgment, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificatecertificates, dated the Closing Date Date, of the principal executive officer and signed by principal financial officer (or officers acting in similar capacities) of the Fund and an executive officer of the Companyeach Adviser, to the effect set forth (i) that no stop order suspending the effectiveness of the Registration Statement is in Section 6(a) above effect, and no proceedings for such purpose are, as of the Closing Date, pending before or, to the effect knowledge of the Fund or such Adviser, threatened by the Commission, (ii) that the representations and warranties of the Company Fund and such Adviser contained in Sections 1 and 2, as applicable, of this Agreement are true and correct as of the Closing Date Date, (iii) that each of the Fund and that the Company Advisers has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date, and (iv) during the time periods set forth in Section 6(a) above, there has been no Fund Material Adverse Effect or Adviser Material Adverse Effect, as applicable. The Each officer signing and delivering such a certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters Each of the Advisers and the Fund shall have received performed all of their respective obligations to be performed hereunder on or prior to the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the UnderwritersDate. (d) The Underwriters shall have received on the Closing Date an opinion and a negative assurance letter of Xxxx Xxxxxxxx Ronon Xxxxxxx & Xxxxxx LLPXxxxx, LLP (“Stradley”), special counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Fund, dated the Closing DateDate and addressed to the Underwriters, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives, to the effect set forth in Exhibit A-1 hereto. (e) The Underwriters shall have received on the Closing Date (i) an opinion of Xxxxx Xxxx LLP, internal counsel for Mill Road Capital IIthe Investment Adviser and (ii) an opinion of internal counsel for the Subadviser, L.P., each dated the Closing DateDate and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, to the effect respectively set forth in Exhibit A-2 and Exhibit A-3 hereto. (f) The Underwriters shall have received on the Closing Date an the favorable opinion and negative assurance letter of White Xxxx, Xxxxxxx & Case LLPXxxxxx LLP (“Weil”), counsel for the Underwriters, dated the Closing Date, and covering such matters as the Underwriters shall reasonably request. In rendering the opinions described in Section 6(d) and Section 6(f) above and the opinions rendered in connection with the sale to the Underwriters of Additional Shares, if any, as to matters of Massachusetts law, Stradley and Weil may rely on the opinion of Xxxxxx Xxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxx”), so long as a copy of such opinion of Xxxxxx Xxxxx is delivered to you and is in form and substance satisfactory to you and your counsel, and such opinion of Xxxxxx Xxxxx expressly permits reliance thereon by Stradley and Weil for purposes of rendering the foregoing opinion. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter signed report from KPMG LLP, dated the date hereof or the Closing Datesuch date, as the case may be, and in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, you and your counsel containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters reports with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreementsAll filings, each substantially applications and proceedings taken by the Fund and the Advisers in connection with the organization and registration of the Fund and the Shares under the Acts and the applicable Rules and Regulations shall be satisfactory in form of Exhibit A hereto, between and substance to you and certain stockholders, officers and directors of counsel for the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing DateUnderwriters. (i) The Underwriters No action, suit, proceeding, inquiry or investigation shall have received from each Selling Stockholder been instituted or, to the knowledge of the Fund or the Advisers, threatened by the Commission which would adversely affect the Fund’s standing as a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 registered investment company under the Investment Company Act or an IRS Form W-8, the standing of the Investment Adviser or Subadviser as appropriate, together with all required attachments to such forma registered investment adviser under the Advisers Act. (j) If a filing has been made with FINRA, FINRA The Shares shall have raised no objection been duly authorized for listing on the New York Stock Exchange, subject only to the fairness and reasonableness official notice of the underwriting terms and arrangementsissuance thereof. (k) On the date hereof, the Investment Adviser shall deliver to each of the Closing Date and each Option Closing Dateother parties to the Fee Agreements copies of the Fee Agreements, the Underwriters shall have received a written certificate executed by each Selling Stockholdersuch Investment Adviser, dated as together with reproduced copies of such date, to agreements executed by the effect that: (i) Investment Adviser for each of the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dateother parties thereto. (l) [RESERVED] (m) The Underwriters shall have received on the date hereof Closing Date a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date from a duly authorized officer of the Prospectus, stating Transfer Agent certifying that certain information the Transfer Agency Agreement is in the Time of Sale Prospectus full force and the Prospectus effect and is correct as a valid and binding agreement of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) Transfer Agent. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the CompanyFund and the Advisers, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when , and as required to be satisfiedofficers’ certificates, this Agreement may be terminated by a report of KPMG LLP and opinions of Stradley, internal counsel for the Representatives by notice from Investment Adviser, internal counsel for the Representatives Subadviser and Weil to the Company effect set forth above, except that such certificates, report and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to opinions shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 8:00 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariessubsidiaries (including the Operating Partnership), taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date the opinions and a negative assurance letter of Xxxxxx, Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-NoodlesTransaction Entities, LLCdated the Closing Date, each in form and substance reasonably satisfactory with respect to the Underwritersmatters identified in Exhibit B-1, Exhibit B-2 and Exhibit B-3 hereto. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, Maryland corporate counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.to the Transaction Entities, dated the Closing Date, each in form and substance reasonably satisfactory with respect to the Underwritersmatters identified in Exhibit C hereto. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case Xxxxx Lovells US LLP, counsel for the Underwriters, dated the Closing Date, in the form and substance reasonably satisfactory to the Underwriters. With respect to the negative assurance letters to be delivered pursuant to Sections 5(c) and 5(e) above, Xxxxxx & Xxxxxxx LLP and Xxxxx Lovells US LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. (gf) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than two business days prior to the date hereof. (hg) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersshareholders, officers and directors of the Company relating to restrictions on sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereofhereof (the “Lock-up Agreements”), shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (nh) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) the opinions and negative assurance letter of Xxxxxx & Xxxxxxx LLP, outside counsel for the Transaction Entities, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxxxx LLP, Maryland corporate counsel to the Transaction Entities, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) an opinion and negative assurance letter of Xxxxx Lovells US LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (vi) such other documents as you may reasonably request with respect to the good standing of the CompanyTransaction Entities, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The respective obligations of the Company Fund and Selling Stockholders to sell the Shares to the Underwriters Investment Advisers and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date hereunder are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 10:00 A.M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: Date or, if earlier, the dates as of which information is given in the Registration Statement (iexclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), (1) in the case of the Fund, there shall not have occurred (A) any downgradingchange or decrease specified in the letter or letters referred to in paragraph (h) of this Section 6, nor shall or (B) any notice have been given of change, or any intended or potential downgrading or of any review for development involving a possible change that does not indicate the direction of the possible prospective change, in the rating accorded any condition, financial or otherwise, or in the earnings, business, prospects, properties or operations of the securities Fund, whether or not arising from transactions in the ordinary course of business, from that set forth in the Company or any Time of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined Sale Prospectus and, (2) in Section 3(a)(62) the case of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effecteach Investment Adviser, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, prospects, properties, operations, management or operations personnel of each Investment Adviser, whether or not arising from transactions in the Company and its subsidiaries, taken as a wholeordinary course of business, from that set forth in the Time of Sale Prospectus as Prospectus, the effect of which in any case referred to in clause (1) or (2) above is, in the sole judgment of the date of this Agreement thatRepresentatives, in your judgment, is so material and adverse and that makes it, in your the Representatives' judgment, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificatecertificates, dated the Closing Date and signed by an Date, of the chief executive officer and chief financial officer (or officers acting in similar capacities) of each of the CompanyFund and the Investment Advisers, to the effect set forth (i) that no stop order suspending the effectiveness of the Registration Statement is in Section 6(aeffect, and no proceedings for such purpose are, as of the Closing Date, pending before or threatened by the Commission, (ii) above and to the effect that the representations and warranties of made by the Company Fund and the Investment Advisers contained in this Agreement are true and correct as of the Closing Date Date, (iii) that each of the Fund and that the Company Investment Advisers has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date, and (iv) as set forth in Section 6(a) above, with respect to the Fund or the Investment Advisers, as applicable. The Each officer signing and delivering such a certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters Each of the Investment Advisers and the Fund shall have received performed all of their respective obligations to be performed hereunder on or prior to the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the UnderwritersDate. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx Chapman and Cutler LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.special couxxxx xxr the Xxxx, dated the Closing Date, each substantially in the form attached hereto as Exhibit A and substance reasonably satisfactory to the Underwriters.Exhibit B. (e) The Underwriters shall have received on the Closing Date (x) an opinion of Xxxxx Xxxx Chapman and Cutler LLP, counsel for Mill Road Capital IIxxx Xxviser, L.P.substantially in the form attached hereto as Exhibit C and (y) an opinion of Dechert LLP, counsel for the Sub-Adviser, substantially in the form attached hereto as Exhibit D, each dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an the favorable opinion and negative assurance letter of White Weil, Gotshal & Case Manges LLP, counsel for the UnderwritersUxxxxxxiters, dated the Closing Date, and covering such matters as the Underwriters shall reasonably request. In rendering the opinions described in Section 6(d) above, as to matters of Massachusetts law, Chapman and Cutler LLP may rely on xxx xxxnion xx Xxxgham McCutchen LLP, so long as a xxxx xf xxxx xxxnion of Bingham McCutchen LLP is delivered xx xxx axx xx xx form and substance satisfactory to you and your counsel, and such opinion of Bingham McCutchen LLP expressly perxxxx xxlxxxxx xxxreon by Chapman and Cutler LLP for purposes xx xxxderinx xxx foregoing opinion. (g) The Underwriters shall have received on the Closing Date a certificate from a duly authorized officer of each of the Custodian and the Transfer Agent, certifying that the Custodian Agreement and the Transfer Agency Agreement, as applicable, is in full force and effect and is a valid and binding agreement of the Custodian or the Transfer Agent, as applicable. (h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , provided that the letter delivered on the Closing Date shall use a “"cut-off date” " not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed All filings, applications and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company Fund and the Investment Advisers in connection with the issuance organization and sale registration of the Fund and the Shares as contemplated herein under the Acts and in connection with the other transactions contemplated by this Agreement applicable Rules and Regulations shall be satisfactory in form and substance to the Underwriters you and counsel for the Underwriters. (nj) No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely affect the Fund's standing as a registered investment company under the Investment Company Act or the standing of the Adviser or Sub-Adviser as a registered investment adviser under the Advisers Act. (k) The Shares shall have been duly authorized for listing on the New York Stock Exchange, subject only to official notice of issuance thereof. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the CompanyFund and the Investment Advisers, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when , and as required to be satisfiedofficers' certificates and opinions of Chapman and Cutler LLP, this Agreement may be terminated by the Representatives by notice from the Representatives Dechert LLP, Xxxxxam McXxxxxxn LLP xxx Xxxl, Gotxxxx & Mxxxxx XXX to the Company effect set forth xxxxx, except that such certificates and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to opinions shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. ([a.m.] [p.m.], New York City time) , on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries DTZ U.S. Borrower, LLC by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date one or more opinions and a negative assurance letter of Xxxxxx, Xxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxx Xxxxxxx Ropes & Xxxxxx Gray LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. With respect to Sections 5(c) and 5(d) above, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP and Ropes & Gray LLP, respectively, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion or opinions of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Underwriters shall have received, on each of the date hereof and the Closing Date, letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from each of KPMG LLP and Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that any letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (f) The Underwriters lock-up agreements, each substantially in the form of Exhibit A hereto, among the Representatives and the shareholders, officers and directors of the Company, listed on Schedule III relating to sales and certain other dispositions of Ordinary Shares or certain other securities, delivered to the Representatives on or before the date hereof (the “Lock-Up Agreements”), shall have received be in full force and effect on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated certificate of the date hereof or chief financial officer of the Closing Date, Company certifying as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information accuracy of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (nh) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) one or more opinions of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion or opinions required by Section 5(c) hereof; (iii) an opinion of Ropes & Gray LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from each of KPMG LLP and Ernst & Young LLP, independent public accountants, substantially in the same form and substance as the letter furnished by each to the Underwriters pursuant to Section 5(e) hereof; provided that any letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (v) a certificate dated the Option Closing Date and signed by the chief financial officer of the Company certifying as to the accuracy of certain financial information contained in the Prospectus as of such Option Closing Date; and (vi) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 5:00 P.M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, management or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLPXxxxxx LLP (“Cooley”), outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLPXxxxxx, Professional Corporation (“WSGR”), counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. With respect to Section 5(c) and 5(d), Cooley and WSGR, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion of Cooley described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company, and shall so state therein. (fe) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters Representatives shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwritersRepresentatives, from Ernst & Young LLP, independent public accountants, PwC containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hf) The Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate, in form and substance satisfactory to the Representatives, signed by the Chief Financial Officer of the Company. (g) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersshareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (kh) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date andDate, with respect the Company shall have furnished to the Additional Shares, at any time on or prior to Representatives such further certificates and documents as the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such terminationRepresentatives may reasonably request.

Conditions to the Underwriters’ Obligations. The obligations obligation of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become been declared effective by the Commission not later than 5:30 2:00 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any public notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the respective dates of the Registration Statement, the Time of Sale Prospectus as of and the date of this Agreement Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the CompanyCompany and the General Partner of the Operating Partnership, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company and the Operating Partnership contained in this Agreement are true and correct as of the Closing Date and that each of the Company and the Operating Partnership has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate on behalf of the Company and the General Partner of the Operating Partnership may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter an opinion of Xxxxxx, Xxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxxx Xxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodlesthe Operating Partnership, LLCdated the Closing Date, each in form and substance reasonably satisfactory with respect to the Underwritersmatters identified in Exhibits A-1 and A-2 hereto. In giving such opinions, such counsel may rely, as to matters of fact, to the extent it deems proper, on certificates of officers of the Company and the General Partner of the Operating Partnership and certificates of public officials. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx Xxxxx LLP, Maryland corporate counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory with respect to the Underwritersmatters identified in Exhibit B hereto. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx Sidley Austin LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. In giving such opinion such counsel may rely, as to all matters governed by Maryland law, upon the opinion of Xxxxxxx Xxxxx LLP referred to in Section 5(d). In giving such opinions, such counsel may rely, as to matters of fact, to the extent it deems proper, on certificates of officers of the Company and the General Partner of the Operating Partnership and certificates of public officials. (f) The Underwriters shall have received received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, an independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for shall use a “cut-off date” not earlier than the Underwriters, dated the Closing Datedate hereof. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young Touche LLP, an independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference of Caesars Entertainment Corporation contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each (i) substantially in the form of Exhibit C-1 hereto signed by the persons listed on Schedule IV-1 hereto and (ii) substantially in the form of Exhibit C-2-A or Exhibit C-2-B hereto signed by the persons listed on Schedule IV-2 hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together FINRA has confirmed that it has not raised any objection with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection respect to the fairness and reasonableness of the underwriting terms and arrangementsarrangements relating to the offering of the Shares. (j) On the Closing Date, the Shares shall have been approved for listing on the NYSE, subject only to official notice of issuance. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company and the General Partner of the Operating Partnership, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, outside counsel for the Company and the Operating Partnership, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) an opinion of Sidley Austin LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (vi) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (vii) such other documents as you may reasonably request with respect to the good standing of the CompanyCompany and the Operating Partnership, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [●] [a.m.] [p.m.] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) Date there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date Date: (i) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date; and (ii) a certificate from each of the Selling Stockholders, dated the Closing Date and signed by the respective Selling Stockholder, to the effect that the representations and warranties of such Selling Stockholder contained in this Agreement are true and correct as of the Closing Date and that such Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The With respect to clause (i) above, the officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxxx & Xxxxxxxx LLPProfessional Corporation, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Ropes & Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Underwriters, dated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for certain Selling Stockholders, and Xxxx Xxxxx Xxxx LLP, counsel for Mill Road Capital IICapretto LLC, L.P., each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. With respect to Sections 6(c) and 6(d) above, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation and Ropes & Xxxx LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(e) above, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation may rely upon an opinion or opinions of counsel for any Selling Stockholders and, with respect to factual matters and to the extent Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation or Xxxx Xxxxx LLC deems appropriate, upon the representations of each Selling Stockholder contained herein and in the Custody Agreement and Power of Attorney of such Selling Stockholder and in other documents and instruments; provided that (A) each such counsel for the Selling Stockholders is satisfactory to counsel to the Underwriters, (B) a copy of each opinion so relied upon is delivered to the Underwriters and is in form and substance satisfactory to the Underwriters’ counsel, (C) copies of such Custody Agreements and Powers of Attorney and of any such other documents and instruments shall be delivered to the Underwriters and shall be in form and substance satisfactory to the Underwriters’ counsel and (D) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation and Xxxx Xxxxx LLC shall state in their opinion that they are justified in relying on each such other opinion. The opinions of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation and Ropes & Xxxx LLP described in Sections 6(c) and 6(d) above (and any opinions of counsel for any Selling Stockholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Company or one or more of the Selling Stockholders, as the case may be, and shall so state therein. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hg) The “lock-up” up agreements, each substantially in the form of Exhibit A hereto, between you among the Representatives and the Selling Stockholders, certain other stockholders, officers and directors of the Company Company, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you the Representatives on or before the date hereofhereof (the “Lock-Up Agreements”), shall be in full force and effect on the Closing Date. (ih) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8received, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On on each of the Closing Date date hereof and each Option the Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date chief financial officer of the ProspectusCompany certifying as to the accuracy of certain financial information included in the Registration Statement, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing DateProspectus, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (ni) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered by the Company on the Closing Date pursuant to Section 6(b)(i) hereof remains true and correct as of such Option Closing Date; (ii) a certificate, dated the Option Closing Date and signed by each Selling Stockholder, confirming that the certificate delivered by the Selling Stockholder on the Closing Date pursuant to Section 6(b)(ii) hereof remains true and correct as of such Option Closing Date; (iii) an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof; (iv) an opinion of Ropes & Xxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (v) an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for certain Selling Stockholders, and Xxxx Xxxxx LLP, counsel for Capretto LLC, each dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (vi) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from KPMG LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (vii) a certificate dated the Option Closing Date and signed by the chief financial officer of the Company certifying as to the accuracy of certain financial information included in the Registration Statement, the Time of Sale Prospectus and the Prospectus as of such Option Closing Date; and (viii) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance sale of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 5:00 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections 5(a)(i) and 5(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a an opinion (which includes negative assurance letter assurances) of Xxxxxx, Xxxx & Xxxxxxxx LLPXxxxx Day, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLPX. Xxxxxx, counsel Senior Vice President, General Counsel and Secretary for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxx Xxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for Mill Road Capital II, L.P.the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountantsaccountants of the Company, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers AG, Basel, independent public accountants of the Business, containing statements and information of the type ordinarily included or incorporated by reference in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you the Representatives and certain stockholders, officers and directors the persons listed on Schedule III hereto of the Company relating to restrictions on sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from received, on each Selling Stockholder of the date hereof and the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 letter dated the date hereof or an IRS Form W-8the Closing Date, as appropriatethe case may be, together with all required attachments to such forma certificate signed by both the chief financial officer and the controller of the Company in substantially the form of Exhibit B hereto. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxx Day, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxx X. Xxxxxx, Senior Vice President, General Counsel and Secretary for the Company, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) an opinion and negative assurance letter of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants of the Company, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; (vi) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers AG, Basel, independent public accountants of the Business, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; (vii) a certificate dated the Option Closing Date, signed by both the chief financial officer and the controller of the Company, in substantially the form of Exhibit B hereto; and (viii) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The respective obligations of the Company Fund and Selling Stockholders to sell the Shares to the Underwriters Advisers and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date hereunder are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 4:00 P.M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: Date or, if earlier, the dates as of which information is given in the Registration Statement (iexclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), (1) in the case of the Fund, there shall not have occurred (A) any downgradingchange or decrease specified in the letter or letters referred to in paragraph (i) of this Section 6, nor shall or (B) any notice have been given of change, or any intended or potential downgrading or of any review for development involving a possible change that does not indicate the direction of the possible prospective change, in the rating accorded any condition, financial or otherwise, or in the earnings, business, prospects, properties or operations of the securities Fund, whether or not arising from transactions in the ordinary course of business, from that set forth in the Company or any Time of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined Sale Prospectus and, (2) in Section 3(a)(62) the case of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effecteach Adviser, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, prospects, properties, operations, management or operations personnel of the Company and its subsidiariesAdviser, taken as a wholewhether or not arising from transactions in the ordinary course of business, from that set forth in the Time of Sale Prospectus as Prospectus, the effect of which in any case referred to in clause (1) or (2) above is, in the sole judgment of the date of this Agreement thatRepresentatives, in your judgment, is so material and adverse and that makes it, in your the Representatives’ judgment, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificatecertificates, dated the Closing Date Date, of the chief executive officer and signed by chief financial officer (or officers acting in similar capacities) of the Fund and an executive officer of the Companyeach Adviser, to the effect set forth (i) that no stop order suspending the effectiveness of the Registration Statement is in Section 6(a) above effect, and no proceedings for such purpose are, as of the Closing Date, pending before or, to the effect knowledge of the Fund or such Adviser, threatened by the Commission, (ii) that the representations and warranties of the Company Fund and such Adviser contained in this Agreement are true and correct as of the Closing Date Date, (iii) that each of the Fund and that the Company Advisers has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date, and (iv) as set forth in Section 6(a) above, with respect to the Fund or such Adviser, as applicable. The Each officer signing and delivering such a certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters Each of the Advisers and the Fund shall have received performed all of their respective obligations to be performed hereunder on or prior to the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the UnderwritersDate. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLPK&L Gates LLP (“K&L Gates”), special counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Fund, dated the Closing DateDate and addressed to the Underwriters, each in form and substance reasonably satisfactory to the representatives of the Underwriters, to the effect set forth in Exhibit A-1 hereto. (e) The Underwriters shall have received on the Closing Date (i) an opinion of Xxxxx Xxxx LLP, internal counsel for Mill Road Capital IIthe Adviser and (ii) an opinion of internal counsel for the Subadviser, L.P., each dated the Closing DateDate and addressed to the Underwriters, in form and substance reasonably satisfactory to the representatives of the Underwriters, to the effect respectively set forth in Exhibit A-2 and Exhibit A-3 hereto. (f) The Underwriters shall have received on the Closing Date an the favorable opinion and negative assurance letter of White & Case LLPXxxxxxxx Chance US LLP (“Xxxxxxxx Chance”), counsel for the Underwriters, dated the Closing Date, and covering such matters as the Underwriters shall reasonably request. In rendering the opinions described in Section 6(f) above, as to matters of Massachusetts law, Xxxxxxxx Chance may rely on the opinion of Xxxxxxx XxXxxxxxx LLP (“Xxxxxxx XxXxxxxxx”), so long as a copy of such opinion of Xxxxxxx XxXxxxxxx is delivered to you and is in form and substance satisfactory to you and your counsel, and such opinion of Xxxxxxx XxXxxxxxx expressly permits reliance thereon by Xxxxxxxx Chance for purposes of rendering the foregoing opinion. (g) The Underwriters shall have received on the Closing Date a certificate, dated as of the Closing Date, from a duly authorized officer of each of the Custodian and the Transfer Agent, certifying that the Custodian Agreement and the Transfer Agency Agreement, as applicable, is in full force and effect and is a valid and binding agreement of the Custodian or the Transfer Agent, as applicable. (h) The Underwriters shall have received on the Closing Date a certificate from a duly authorized officer of the Adviser certifying that the Administration Agreement is in full force and effect and is a valid and binding agreement of the Adviser. (i) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP[—], independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, Statement and the Time of Sale Prospectus and the Prospectus; , provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRAAll filings, FINRA shall have raised no objection to the fairness applications and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company Fund and the Advisers in connection with the issuance organization and sale registration of the Fund and the Shares as contemplated herein under the Acts and in connection with the other transactions contemplated by this Agreement applicable Rules and Regulations shall be satisfactory in form and substance to the Underwriters you and counsel for the Underwriters. (nk) No action, suit, proceeding, inquiry or investigation shall have been instituted or, to the knowledge of the Fund or the Advisers, threatened by the Commission which would adversely affect the Fund’s standing as a registered investment company under the Investment Company Act or the standing of the Adviser or Subadviser as a registered investment adviser under the Advisers Act. (l) The Shares shall have been duly authorized for listing on the New York Stock Exchange, subject only to official notice of issuance thereof. (m) On the Closing Date, the Adviser shall deliver to each of the other parties to the Fee Agreements copies of the Fee Agreements, executed by such Adviser and dated the Closing Date, together with reproduced copies of such agreements executed by the Adviser for each of the other parties thereto. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the CompanyFund and the Advisers, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when , and as required to be satisfiedofficers’ certificates and opinions of K&L Gates, this Agreement may be terminated by internal counsel for the Representatives by notice from Investment Adviser, internal counsel for the Representatives Subadviser and Xxxxxxxx Chance to the Company effect set forth above, except that such certificates and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to opinions shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [●] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission”); and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions a certificate dated the Closing Date and a negative assurance letter signed by the chief financial officer of Xxxxxxthe Company, Xxxx & Xxxxxxxx LLPin his or her capacity as such, outside counsel for with respect to certain financial and accounting information in the Company Registration Statement, the Time of Sale Prospectus and Xxxxxxxxx-Noodlesthe Prospectus, LLC, each in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, outside counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory addressed to the UnderwritersRepresentatives substantially in the form previously negotiated between Xxxxxx LLP and counsel to the Representatives. The opinion of Xxxxxx LLP described in this Section 5(d) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLPXxxxxx, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxxxxxxxx & Case Xxxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, covering such matters as the Representatives may reasonably require. (gf) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hg) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersshareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (ih) The Underwriters Firm Shares and Additional Shares, if any, shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such formbeen approved for quotation upon notice of issuance on the NASDAQ. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise substantially to the same effect as the opinion required by Section 5(d) hereof; (iii) an opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise substantially to the same effect as the opinion required by Section 5(e) hereof; (iv) a letter dated the Option Closing Date, in form and substance reasonably satisfactory to the Underwriters, from KPMG LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Firm Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. :00 [a.m./p.m.] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the each Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Firm Closing Date a certificate, dated the Closing Date such date and signed by an executive officer director of the Company, to the effect set forth in Section 6(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date such date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Datesuch date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Firm Closing Date opinions a certificate, dated such date and signed by (x) an Attorney-in-Fact of the Selling Shareholders or, in the case of Selling Shareholders named in Part A of Schedule I, (y) if such Selling Shareholder is a negative assurance letter legal entity, signed by an executive officer of Xxxxxxsuch Selling Shareholder, Xxxx & Xxxxxxxx LLPand (z) if such Selling Shareholder is not a legal entity, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory signed by such Selling Shareholder; to the Underwriterseffect that the representations and warranties of the Selling Shareholders contained in this Agreement are true and correct as of such date and that the Selling Shareholders have or that such Selling Shareholder has, respectively, complied with all of the agreements and satisfied all of the conditions on their or its part, respectively, to be performed or satisfied hereunder on or before such date. (d) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxxx & Xxxxxx and Xxxx LLP, U.S. counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Datesuch date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel relating to U.S. legal matters for Mill Road Capital II, L.P.certain of the Selling Shareholders, dated the Closing Datesuch date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Firm Closing Date opinions of U.S. counsel for, and relating to U.S. legal matters for, such Selling Shareholders as are not covered by the opinion delivered pursuant to the preceding paragraph, dated such date, in form and substance satisfactory to the Underwriters. (g) The Underwriters shall have received on the Firm Closing Date an opinion of Van Doorne N.V., outside Dutch counsel for the Company and negative assurance letter a Selling Shareholder, dated such date, in form and substance satisfactory to the Underwriters. (h) The Underwriters shall have received on the Firm Closing Date an opinion of White Laseta Partners, outside Russian counsel for the Company, dated such date, in form and substance satisfactory to the Underwriters. (i) The Underwriters shall have received on the Firm Closing Date an opinion of: (i) Van Doorne N.V., Dutch counsel for BC&B Holdings B.V., dated such date; (ii) Xxxxx & Case XxXxxxxx Amsterdam N.V., Dutch counsel for Tiger Global Holding Coöperatief U.A., dated such date; (iii) Fox, Hefter, Swibel, Xxxxx & Xxxxxxx, LLP, Illinois counsel for 900 Technology Partners, dated such date; (iv) Woodman & Xxxxx, P.C., Massachusetts counsel for The Xxxx X. Xxxxxxx Trust of 2006, dated such date; (v) Xxxxxxxx X. Xxxxx, Esq., Massachusetts counsel for Xxxx Management Incorporated, dated such date; (vi) XxXxxxxxx Will & Xxxxx LLP, U.S. counsel for Xxx Capital-RuNet Investors, L.P., dated such date; (vii) Xxxxx Lovells US LLP, counsel for the International Finance Corporation, dated such date; (viii) Xxxx X. Xxxxxxx & Company LLP, Belize counsel for Xxxxxx Management Limited, dated such date; (ix) Xxxxxxxxx Xxxx Limited, Bermuda counsel for UFG Group (Bermuda) Ltd., dated such date; (x) Xxxxxxx Xxxxxxxxxx & Co, British Virgin Islands counsel for Xxxx Advisors Limited, dated such date; (xi) Karapatakis Xxxxxxxx LLC, Republic of Cyprus counsel for Kameson Management Limited, dated such date; (xii) Cayman Islands counsel for Xxxxx Capital Russia Fund I LP, dated such date; (xiii) Xxxxxx and Xxxxxx, Cayman Islands counsel for Eden Capital Fund Limited, dated such date; (xiv) Xxxxx Xxxxx, Guernsey counsel for Cavendish Nominees Limited and Dehus Dolmen Nominees Limited, dated such date; and (xv) R. Xxxxxx Xxxxxx & Associates, Isle of Man counsel for Emerald Trust, dated such date, in each case in form and substance reasonably satisfactory to the Representatives. (j) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, U.S. counsel for the Underwriters, dated such date, in form and substance satisfactory to the Closing DateUnderwriters. (gk) The Underwriters shall have received on the Firm Closing Date an opinion of ALRUD, Russian counsel for the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. (l) The Underwriters shall have received on the Firm Closing Date an opinion of Stibbe N.V., Dutch counsel for the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. (m) The Underwriters shall have received, on each of the date hereof hereof, the Firm Closing Date and the each Option Closing Date, a letter dated the date hereof hereof, the Firm Closing Date or the such Option Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young LLPTouche CIS, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the each Closing Date shall use a “cut-off date” not earlier than three calendar days prior to the date thereof. (n) The Underwriters shall have received, on each of the date hereof, the Firm Closing Date and each Option Closing Date, a certificate dated the date hereof, the Firm Closing Date or such Option Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, signed by the Chief Executive Officer of the Company certifying the amount of the Company’s indebtedness for borrowed money and cash, cash equivalents and term deposits, in each case on a consolidated basis as of April 30, 2011. (ho) The Representatives shall have received, on each of the date hereof, the Firm Closing Date and each Option Closing Date, a certificate dated the date hereof, the Firm Closing Date or such Option Closing Date in form and substance satisfactory to the Underwriters, signed by Mr. Xxxxxx Xxxxxx certifying that, on the date thereof, Mr. Xxxxxx Xxxxxx had (i) no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and (ii) no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect on the Company and its subsidiaries, taken as a whole. (p) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersshareholders, officers and directors of the Company listed on Schedule IV, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the each Closing Date. (iq) The Underwriters Agreements to Sell Shares and Powers of Attorney, each signed by the Selling Shareholders named in Part B of Schedule I, delivered to you on or before the date hereof, shall have received from be in full force and effect on each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such formClosing Date. (jr) If a filing has been made with FINRA, FINRA The Shares shall have raised no objection been approved for listing on the NASDAQ Global Market, subject only to the fairness and reasonableness official notice of the underwriting terms and arrangementsissuance. (ks) On each The distribution by ru-Net B.V. of an aggregate of 10,797,672 Class A or Class B ordinary shares to the beneficiaries thereof that are Selling Shareholders, for purposes of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as sale of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made Class A shares by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or Shareholders hereunder, shall have been completed prior to such datethe Firm Closing Date. (lt) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters Representatives and counsel for the Underwriters shall have received such information, documents and opinions as they the Underwriters may reasonably request require for the purposes of enabling them the Representatives to pass upon effect the issuance and sale of the Shares as transactions contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) . The several obligations of the Underwriters to purchase Additional Shares hereunder are also subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request request, including opinions of counsel to the Selling Shareholders, with respect to the good standing of the CompanyCompany and the Selling Shareholders which are legal entities, the due authorization authorization, issuance, title to and issuance delivery of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance issuance, title to and delivery of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and each Selling Stockholders Shareholder to sell the Shares ADSs to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares ADSs on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 4:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) Date there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgmentthe judgment of the Representatives, is material and adverse and that makes it, in your judgmentthe judgment of the Representatives, impracticable to market the Shares ADSs on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a), Section 6(p) above and Section 6(u) and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions a certificate, dated the Closing Date and a negative assurance letter signed by an authorized signatory of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory Selling Shareholder to the Underwriterseffect that the representations and warranties of the ​ ​ Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that such Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxx Xxxx Xxxxxxx & Xxxxxx LLPXxxxxxxx, U.S. counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx Xxxxxx and Xxxxxx (Hong Kong) LLP, Cayman Islands counsel for Mill Road Capital II, L.P.the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion of JunHe LLP, PRC counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx & Xxxxxxxx, Hong Kong counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (h) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Selling Shareholders, dated the Closing Date, in form and substance satisfactory to the Underwriters. (i) The Underwriters shall have received on the Closing Date an opinion of Xxxxx XXX, PRC counsel for the Selling Shareholders, dated the Closing Date, in form and substance satisfactory to the Underwriters. The opinions of counsel for the Company (except for the opinion of PRC counsel for the Company) described above shall be rendered to the Underwriters at the request of the Company, and shall so state therein. (j) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxxxx & Case Xxxxxxx LLP, U.S. counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Underwriters. (gk) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxx Law Firm, PRC counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Underwriters. (l) The Underwriters shall have received on the Closing Date an opinion of Xxxxx, Xxxxxx & Xxxxxx XXX, counsel for the Depositary, dated the Closing Date, in form and substance satisfactory to the Underwriters. ​ ​ (m) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young KPMG Huazhen LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hn) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you the Company, the Representatives and certain stockholders, officers Xx. Xxxxxx Xxxx and directors of the Company Selling Shareholders relating to sales and certain other dispositions of shares of Common Stock ADSs, Ordinary Shares or certain other securities, delivered to you the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. (o) The several obligations of the Underwriters to purchase Additional ADSs hereunder are subject to the delivery to the Representatives on the applicable Option Closing Date of the following: (i) The Underwriters shall have received from a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date; (ii) a certificate, dated the Option Closing Date and signed by an authorized signatory of each Selling Stockholder Shareholder, confirming that the certificate delivered on the Closing Date pursuant to Section 6(c) hereof remains true and correct as of such Option Closing Date; (iii) an opinion and negative assurance letter Xxxxx Xxxx & Xxxxxxxx LLP, U.S. counsel for the Company, dated the Option Closing Date, relating to the Additional ADSs to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) an opinion of Xxxxxx and Xxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, dated the Option Closing Date, relating to the Additional ADSs to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (v) an opinion of JunHe LLP, PRC counsel for the Company, dated the Option Closing Date, relating to the Additional ADSs to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof; (vi) an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, Hong Kong counsel for the Company, dated the Option Closing Date, relating to the Additional ADSs to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(g) hereof; (vii) an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Underwriters, dated the Option Closing Date, relating to the Additional ADSs to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(j) hereof; (viii) an opinion of Xxxxx Xxx Law Firm, PRC counsel for the Underwriters, dated the Option Closing Date, relating to the Additional ADSs to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(k) hereof; (ix) an opinion of Xxxxx, Xxxxxx & Xxxxxx XXX, counsel for the Depositary, dated the Option Closing Date, relating to the Additional ADSs to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(l) hereof; (x) a properly completed letter dated the Option Closing Date, in form and executed Internal Revenue Service substance satisfactory to the Underwriters, from KPMG Huazhen LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(m) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (“IRS”xi) Form W-9 an opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Selling Shareholders, dated the Option Closing Date, relating to the Additional ADSs to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(h) hereof; (xii) an opinion of Xxxxx XXX, PRC counsel for the Selling Shareholders, dated the Option Closing Date, relating to the Additional ADSs to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(i) hereof; and (xiii) such other documents as the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional ADSs to be sold on such Option Closing Date and other matters related to the issuance of such Additional ADSs. ​ ​ (p) There shall not have been any adverse legislative or an IRS Form W-8regulatory developments in the PRC following the signing of this Agreement, which in the Representatives’ sole judgment in good faith after consultation with the Company, would make it inadvisable or impractical to proceed with the public offering or the delivery of the ADSs at the Closing Date or any Option Closing Date, as appropriatethe case may be, together with all required attachments to such formon the terms and in the manner contemplated in this Agreement. (jq) The Depositary shall have furnished or caused to be furnished to the Underwriters a certificate satisfactory to the Representatives of one of its authorized officers with respect to the deposit with it of the ADSs against issuance of the ADSs, the execution, issuance, countersignature and delivery of the ADSs pursuant to the Deposit Agreement and such other matters related thereto as the Representatives may reasonably request. (r) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall have filed a Rule 462 Registration Statement with the Commission in compliance with Rule 462(b) promptly after 4:30 p.m., New York City time, on the date of this Agreement, and the Company shall have at the time of filing has either paid to the Commission the filing fee for the Rule 462 Registration Statement or given irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act. (s) The Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective. (t) No free writing prospectus, Prospectus or amendment or supplement to the Registration Statement, the ADS Registration Statement or the Prospectus shall have been made with FINRAfiled to which the Representatives object in writing. (u) No stop order suspending the effectiveness of the Registration Statement, the ADS Registration Statement, any Rule 462 Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission. (v) FINRA shall not have raised no any objection with respect to the fairness and or reasonableness of the underwriting terms and arrangementsunderwriting, or other arrangements of the transactions contemplated hereby. (kw) On each of At or prior to the Closing Date and each Option Closing Date, the Underwriters ADSs shall have received a written certificate executed by each Selling Stockholder, dated as be eligible for clearance and settlement through the facilities of such date, to the effect that:DTC. ​ (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (mx) On or before each of the Closing Date and each or Option Closing Date, as the Underwriters case may be, the Representatives and counsel for the Underwriters shall have received such information, documents documents, certificates and opinions as they may reasonably request require for the purposes of enabling them to pass upon the accuracy and completeness of any statement in the Registration Statement, the Time of Sale Prospectus and the Prospectus, issuance and sale of the Shares ADSs as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell issue the Shares Shares, as applicable, to the Underwriters and the several obligations of the Underwriters to subscribe for, purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [·] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter certificate of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the chief financial officer of the Company with respect to certain information in the Prospectus and Xxxxxxxxx-NoodlesTime of Sale Prospectus, LLC, each in the form and substance reasonably satisfactory to the Underwriters.attached hereto as Annex C. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxx Xxxx Xxxxxxx & Xxxxxx Xxxxxxxxx LLP, outside counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each substantially in the form and substance reasonably satisfactory to the Underwriters.attached hereto as Exhibit A. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLPXxxxxx & Xxxxxxxxx, Luxembourg counsel for Mill Road Capital II, L.P.the Company, dated the Closing Date, substantially in the form and substance reasonably satisfactory to the Underwriters.attached hereto as Exhibit B. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter from GANADO Advocates, Malta counsel for the Company, dated the Closing Date, substantially in the form attached hereto as Exhibit C. (g) The Underwriters shall have received on the Closing Date an opinion from Xxxxxxx Xxxx & Xxxxxxx, British Virgin Islands counsel for the Company, dated the Closing Date, substantially in the form attached hereto as Exhibit D. (h) The Underwriters shall have received on the Closing Date an opinion of White Cravath, Swaine & Case Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Managers. The opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxx & Xxxxxxxxx, GANADO Advocates, and Xxxxxxx Xxxx & Xxxxxxx described in Sections 5(d), 5(e), 5(f), and 5(g) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (gi) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from each of (i) Ernst & Young LLPLLP (UK), (ii) Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, (iii) Ernst & Young Malta Limited and (iv) Deloitte Accountants B.V., each an independent public accountantsregistered accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements audited by such firm and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hj) The “lock-up” agreements, each substantially in the form of Exhibit A E hereto, between you and certain stockholdersthe shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock Shares or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) . The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing valid existence of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares Securities to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date Securities are subject to the condition that the Registration Statement shall have become be effective not later than 5:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries the Company's securities or in the rating outlook for the Company by any “"nationally recognized statistical rating organization,” " as such term is defined in Section 3(a)(62for purposes of Rule 436 (g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving revolving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Prospectus as of any amendments or supplements thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares Securities on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer of the Company signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter of Xxxxxxan opinion of,, Xxxx & Xxxxxxxx LLPSlate, outside &, special counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations Indenture has been qualified under the Trust Indenture Act and, assuming the due authorization, execution and warranties delivery of such Selling Stockholder set forth the Indenture and the Supplemental Indenture by the Company and the Trustee, each of the Indenture and the Supplemental Indenture will be a valid and binding agreement of the Company, enforceable against the Company in Section 2 of this Agreement are true and correct in all material respects accordance with its terms, except as the same force may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and effect as though expressly made by such Selling Stockholder on and as general principles of such date; andequity; (ii) such Selling Stockholder has assuming the due authorization, execution and delivery of the Indenture and the Supplemental Indenture by the Company, the Securities, when executed and authenticated in all material respects complied accordance with all the agreements provisions of the Indenture and satisfied all the conditions on its part Supplemental Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be performed entitled to the benefits of the Indenture and the Supplemental Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency or satisfied at or prior to such date.similar laws affecting creditors rights generally and by general principles of equity; (liii) The Underwriters shall have received on the date hereof a certificate execution and delivery by the Company of, and the performance by the Company of Xxxxx Xxxxxxxxits obligations under, this Agreement, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus Indenture and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date Supplemental Indenture and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares Securities will not contravene any provision of Applicable Law (as contemplated hereindefined below), except such contraventions as would not, individually or in order to evidence the accuracy aggregate, have a material adverse effect on the condition (financial and other), business, properties, net worth or results of any operations of the representations Company and warrantiesits subsidiaries, taken as a whole, provided that such counsel may state that they express no opinion under this paragraph with regard to the anti-fraud provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder or the information contained in, the accuracy, completeness or correctness of, or the satisfaction of any adequacy of the conditions disclosure contained in, the Prospectus or agreements, herein containedthe Registration Statement or the responsiveness thereof to the requirements of the Act and the rules and regulations thereunder which matters are addressed in paragraph 5(c)(vi) below and the second paragraph following paragraph 5(c)(vi) below; and all proceedings taken no Governmental Approval is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Supplemental Indenture or the Securities, except such as may be required by the Securities Act, the Exchange Act or the securities or Blue Sky laws of the various states and the securities laws of jurisdictions outside the United States in connection with the issuance offer and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the UnderwritersSecurities. (niv) The several obligations the statements in the Prospectus under the captions "Description of Debt Securities," "Description of Notes", and "Underwriters" insofar as such statements constitute summaries of the Underwriters legal matters, documents or proceedings referred to purchase Additional Shares hereunder are subject to therein, fairly present the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request information called for with respect to such legal matters, documents and proceedings and fairly summarize the good standing matters referred to therein; (v) the Company is not and, after giving effect to the offering and sale of the Company, Securities and the due authorization and issuance application of the Additional Shares to proceeds thereof as described in the Prospectus, will not be sold on an "investment company" as such Option Closing Date and other matters related to term is defined in the issuance Investment Company Act of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and 1940, as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date amended; and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in for purposes of Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgmentthe judgment of the Representatives, is material and adverse and that makes it, in your judgmentthe judgment of the Representatives, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the business or operations of the Adviser from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (bi) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to in the effect set forth in Section 6(aform attached as Exhibit E hereto. (ii) above The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Adviser, to the effect that the representations and warranties of the Company Adviser contained in this Agreement are true and correct as of the Closing Date and that the Company Adviser has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter Date: (i) an opinion of Xxxxxx, Xxxx & Xxxxxxxx Dechert LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters.effect set forth in Exhibit A hereto; (eii) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx Mxxxxxxx Cxxxx LLP, counsel for Mill Road Capital II, L.P.the Selling Shareholder, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.effect set forth in Exhibit B-1 hereto, and an opinion of MJM Limited, special Bermuda counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Exhibit B-2 hereto; and (fiii) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case Freshfields Bruckhaus Dxxxxxxx US LLP, counsel for the Underwriters, dated the Closing Date. With respect to clause 7(c)(ii) above, Mxxxxxxx Cxxxx LLP may rely upon an opinion or opinions of other counsel for the Selling Shareholder and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of the Selling Shareholder contained herein and in other documents and instruments; provided that (A) each such counsel for the Selling Shareholder is satisfactory to counsel for the Underwriters, (B) a copy of each opinion so relied upon is delivered to the Underwriters and is in form and substance satisfactory to counsel for the Underwriters, (C) copies of any such other documents and instruments shall be delivered to the Underwriters and shall be in form and substance satisfactory to counsel for the Underwriters and (D) Mxxxxxxx Cxxxx LLP shall state in their opinion that they are justified in relying on each such other opinion. The opinions of Dechert LLP, Mxxxxxxx Cxxxx LLP and MJM Limited described in clauses (c)(i) and (c)(ii) above (and any opinions of counsel for the Selling Shareholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (gd) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young McGladrey LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (he) The “lock-up” agreements, each substantially in the form of Exhibit A D hereto, between you the Underwriters and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you the Underwriters on or before the date hereof, shall be in full force and effect on the Closing Date. (if) The Underwriters Custody Agreement of the Selling Shareholder shall have received from each been duly authorized, executed and delivered by the Selling Stockholder Shareholder and is a properly completed binding and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness valid agreement of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) Shareholder. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Underwriters on the applicable Option Closing Date of such documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of or the date of this Agreement Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a) above and to the effect that the representations and warranties of the Company contained in this Agreement were and are true and correct as of the Applicable Time and the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion, dated the Closing Date, of Xxxxxx & Xxxxxx LLP ("Xxxxxx and a negative assurance letter Xxxxxx"), special U.S. counsel and Republic of Xxxxxx, Xxxx & The Xxxxxxxx LLP, outside Islands counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLC, each in form and substance reasonably satisfactory substantially to the Underwriterseffect set forth in Exhibit B-1. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.opinion, dated the Closing Date, each in form and substance reasonably satisfactory of MJM Limited ("MJM"), special Bermuda counsel for the Company, substantially to the Underwriterseffect set forth in Exhibit B-2. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P.opinion, dated the Closing Date, in form and substance reasonably satisfactory of Spigt Dutch Caribbean N.V. ("Spigt"), special Curaçao counsel for the Company, substantially to the Underwriterseffect set forth in Exhibit B-3. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter opinion, dated the Closing Date, of White Xxxxxx, Xxxxxx & Case LLPXxxxxxxx (UK) LLP ("WFW"), special United Kingdom counsel for the Company, substantially to the effect set forth in Exhibit B-4. (g) The Underwriters shall have received on the Closing Date an opinion, dated the Closing Date, of Advokatfirmaet Wiersholm AS ("Wiersholm"), special Norwegian counsel for the Company, substantially to the effect set forth in Exhibit B-5. (h) The Underwriters shall have received on the Closing Date an opinion, dated the Closing Date, of Xxxxxx & Xxxxxxx LLP ("Xxxxxx & Xxxxxxx"), counsel for the Underwriters, dated such date, in form and substance reasonably satisfactory to the Closing DateUnderwriters. (gi) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLPLLP ("Ernst & Young"), independent public accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “"cut-off date” " not earlier than the date hereofNovember 11, 2016. (hj) The “"lock-up” " agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, the officers and directors of the Company listed on Schedule V hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxx and Xxxxxx, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of MJM, special Bermuda counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) an opinion of Spigt, special Curaçao counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (v) an opinion of WFW, special United Kingdom counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(f) hereof; (vi) an opinion of Wiersholm, special Norwegian counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(g) hereof; (vii) an opinion of Xxxxxx & Xxxxxxx, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(h) hereof; (viii) [reserved]; and (ix) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (ol) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfiedAt the date of this Agreement, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, and at any time on or prior to the applicable each Option Closing Date, which termination the Underwriters shall be without liability on have received from the part Company a certificate substantially in the form of any party to any other party, except that Section 8 Exhibit C hereto and Section 10 shall at all times be effective and shall survive such terminationsigned by the Principal Financial Officer of the Company.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [•:•] [A./P.]M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission”); and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLPXxxxxx LLP (“Cooley”), outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLPXxxxxx, Professional Corporation (“WSGR”), counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. With respect to Section 5(c) and 5(d), Cooley and WSGR, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion of Cooley described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (ge) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, BDO containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hf) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersshareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (lg) The Underwriters shall have received on the date hereof a certificate Closing Date an opinion of Squire Xxxxxx Xxxxx Xxxxxxxx(UK) LLP, United Kingdom outside counsel for the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance reasonably satisfactory to the Underwriters Representatives and counsel for the Underwriters. (nh) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxx Xxxxxxx, Switzerland outside counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters. (i) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of Cooley, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to substantially the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of WSGR, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to substantially the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from BDO, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Shareholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Firm Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 4:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company Company, Mxxxxx Sxxxxxx or any of its their respective subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your Mxxxxx Sxxxxxx & Co. Incorporated’s judgment, is material and adverse and that makes it, in your Mxxxxx Sxxxxxx & Co. Incorporated’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date Date: (i) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The executive officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened; and (ii) a certificate, dated the Closing Date and signed by an executive officer of each Selling Shareholder, to the effect that the representations and warranties of such Selling Shareholder contained in this Agreement are true and correct as of the Closing Date; and that such Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter opinions, each dated the Closing Date, of Xxxxxx, Dxxxx Xxxx & Xxxxxxxx LLPWxxxxxxx, outside counsel for the Company Company, substantially in the form attached as Exhibits B-1 and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the UnderwritersB-2 hereto. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.opinion, dated the Closing Date, each of Fxxxxxxxx X. Xxxxxx, General Counsel of the Company, substantially in the form and substance reasonably satisfactory to the Underwritersattached as Exhibit C hereto. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P.opinion, dated the Closing Date, of Dxxxx Xxxx & Wxxxxxxx, counsel for Mxxxxx Sxxxxxx, substantially in the form and substance reasonably satisfactory to the Underwritersattached as Exhibit D hereto. (f) The Underwriters shall have received on the Closing Date an opinion, dated the Closing Date, of Dxxxx Xxxx & Wxxxxxxx, counsel for The Capital Group Companies Charitable Foundation, a California non-profit public benefit corporation (“Capital Group”), substantially in the form attached as Exhibit E hereto. (g) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter or opinions of White Cxxxxx Xxxxxxxx Xxxxx & Case Hxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, covering such matters as the Underwriters may reasonably request. The opinions described in Sections 6(c), 6(d), 6(e) and 6(f) above shall be rendered to the Underwriters at the request of the Company, Mxxxxx Sxxxxxx or Capital Group, as the case may be, and shall so state therein. (gh) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hi) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers each officer and directors director of the Company set forth on Schedule IV hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) . The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you Mxxxxx Sxxxxxx & Co. Incorporated may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 4:30 PM (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Prospectus as of any amendments or supplements thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [ n ] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there no order suspending the effectiveness of the Registration Statement shall not be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; (ii) no downgrading shall have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the debt securities, convertible securities of or preferred shares issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission”); and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, condition or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of and the date of this Agreement Prospectus that, singly or in your judgment, the aggregate is material and adverse and that makes it, in your the Representative’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections ‎6(a)(i) and ‎6(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatenedthreatened and shall deliver such certificate in his or her capacity as such officer and not his or her personal capacity. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, outside U.S. counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each substantially in the form and substance reasonably satisfactory to the UnderwritersRepresentative. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxxx LLP, U.S. counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Selling Shareholder, dated the Closing Date, each substantially in the form and substance reasonably satisfactory to the UnderwritersRepresentative. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLPXxxxxx N.V., Dutch counsel for Mill Road Capital II, L.P.the Company, dated the Closing Date, substantially in the form and substance reasonably satisfactory to the UnderwritersRepresentative. (f) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Avocats, Luxembourg counsel for the Selling Shareholder, dated the Closing Date, substantially in the form and substance reasonably satisfactory to the Representative. (g) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxxxx & Case Xxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representative. With respect to the negative assurance letters to be delivered pursuant to Sections ‎6(c) and ‎6(g) above, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Xxxxxx & Xxxxxxx LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(c) above, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP may rely upon an opinion or opinions of counsel for the Selling Shareholder and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of the Selling Shareholder contained herein and in other documents and instruments. The opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxxxxx N.V. and Xxxxxx Avocats described in Sections ‎6(c), ‎6(d), 6(e) and 6(f) above shall be rendered to the Underwriters at the request of the Company or the Selling Shareholder, as the case may be. (gh) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young RSM US LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hi) The “lockLock-up” agreements, each substantially in up Agreements between the form of Exhibit A hereto, between you Representatives and certain stockholdersshareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following if such Option Closing Date is different than the Closing Date: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section ‎6(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section ‎6(c) hereof; (iii) an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Selling Shareholder, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) an opinion of Xxxxxx N.V., Dutch counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (v) an opinion of Stibbe Avocats, Luxembourg counsel for the Selling Shareholder, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof; (vi) an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section ‎6(g) hereof; (vii) letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from RSM US LLP, independent public accountants, substantially in the same form and substance as the letters furnished to the Underwriters pursuant to Section ‎6(h) hereof; provided that the letters delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and (viii) such other documents as you the Representatives may reasonably request with respect to the good standing valid existence of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [●] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, management or operations of the Company and its subsidiaries, taken as a wholeCompany, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions (i) an opinion and (ii) a negative assurance letter letter, of Xxxxxx, Xxxx & Xxxxxxxx Xxxxxxx Procter LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLCCompany, each dated the Closing Date, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Xxxxx & Xxxxxx Lardner LLP, intellectual property counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (e) The Underwriters shall have received on the Closing Date (i) an opinion and (ii) a negative assurance letter, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for Mill Road Capital IIthe Underwriters, L.P., each dated the Closing Date, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. With respect to Section 5(c)(ii) and Section 5(e)(ii) above, Xxxxxxx Procter LLP and Xxxxx Xxxx & Xxxxxxxx LLP, as the case may be, may state that their opinions and beliefs are based upon their participation in the preparation or review of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion of Xxxxxxx Procter LLP described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young KPMG LLP, independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hg) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (ih) The several obligations of the Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection purchase Additional Shares hereunder are subject to the fairness and reasonableness delivery to you on the applicable Option Closing Date of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect thatfollowing: (i) a certificate, dated the representations Option Closing Date and warranties signed by an executive officer of such Selling Stockholder set forth in the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 2 of this Agreement are 5(b) hereof remains true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such Option Closing Date; (ii) an opinion of Xxxxxxx Procter LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from KPMG LLP, independent registered public accounting firm, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (iiv) such Selling Stockholder has in all material respects complied other documents as you may reasonably request with all respect to the agreements good standing of the Company, the due authorization and satisfied all issuance of the conditions on its part Additional Shares to be performed or satisfied at or prior sold on such Option Closing Date and other matters related to the issuance of such dateAdditional Shares. (li) The Underwriters shall have received on In accordance with the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date requirements of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing DateUSA Patriot Act, the Underwriters will have obtained, verified and counsel for recorded information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) properly identify their respective clients. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [ ] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Prospectus as of any amendments or supplements thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer any of (i) Stevx Xxxxxx, President and Chief Executive Officer of the Company, (ii) Jamex Xxxxxxxx, Senior Vice President and Chief Operating Officer of the Company or (iii) Darix Xxxxxxxx, Xxnior Vice President and Chief Financial Officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and from Georxx X. Xxxx, Xxneral Counsel of the Company, dated the Closing Date, an opinion in a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory acceptable to the Underwritersyou. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx from Cleary, Gottlieb, Steex & Xxxxxx LLPXamixxxx, xxecial counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.to the Company, dated the Closing Date, each an opinion and a letter in form and substance forms reasonably satisfactory acceptable to the Underwritersyou. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLPCravath, counsel for Mill Road Capital IISwaine & Moorx, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel xxunsel for the Underwriters, dated the Closing Date, covering the matters referred to in paragraphs (g) and (m) of Annex A hereto. With respect to paragraph (m) of Annex A hereto, Cravath, Swaine & Moorx xxx state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. (gf) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLPPWC and KPMG, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus; provided that the letter delivered on the Closing Date shall use a “"cut-off date” " not earlier than the date hereof. (hg) The “"lock-up” " agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersTPG Advisors II, Inc., Motorola Inc. and the directors and executive officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) . The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such the Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The several obligations of the Company and Selling Stockholders Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 5:00 P.M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A of the Securities Act shall be pending before or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections 6(a)(i) and 6(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, in each case in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Ropes & Xxxxxx Gray LLP, outside counsel for Argentia Private Investmentsthe Selling Shareholders, Inc. and an internal opinion of Xxxxxxx Xxxxx LLP, outside counsel for Public Sector Pension Investment BoardPartners Group Access 83 PF LP, sole parent of Argentia Private Investments Inc., each dated the Closing Date, in each case in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and a negative assurance letter of White Xxxxx Xxxx & Case Xxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, in each case in form and substance reasonably satisfactory to the Representatives. (gf) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwritersRepresentatives, from Ernst Deloitte & Young Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate dated the date hereof or the Closing Date, as the case may be, and signed by the chief financial officer of the Company, in his capacity as such, with respect to certain financial and accounting information contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, in form and substance reasonably satisfactory to the Representatives. (h) The “lockLock-up” agreementsup Agreements, each substantially in the form of Exhibit A hereto, between you the Representatives and certain stockholders, stockholders and all executive officers and directors of the Company relating to restrictions on sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and a negative assurance letter of Xxxxxx & Xxxxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and negative assurance letter required by Section 6(c) hereof; (iii) an opinion of Ropes & Gray LLP, outside counsel for the Selling Shareholders, and an opinion of Xxxxxxx Xxxxx LLP, outside counsel for Partners Group Access 83 PF LP, each dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) an opinion and a negative assurance letter of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and negative assurance letter required by Section 6(e) hereof; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Representatives, from Deloitte & Touche LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; (vi) a certificate, dated the Option Closing Date and signed by the chief financial officer of the Company, substantially in the same form and substance as the certificate delivered to the Underwriters pursuant to Section 6(g) hereof; and (vii) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Shareholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 [ ] p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries subsidiaries, parents or affiliates, by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of XxxxxxXxxx, Xxxx Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, outside counsel for the Company Company, dated the Closing Date, in substantially the forms as set forth in Exhibits A and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the UnderwritersB hereto. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxx Xxxxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Selling Shareholders, dated the Closing Date, each in substantially the form and substance reasonably satisfactory to the Underwritersas set forth in Exhibit C hereto. (e) The Underwriters shall have received on the Closing Date an such additional opinion of letters with respect to foreign domiciled Selling Shareholders as previously agreed to by the parties to be delivered by appropriate foreign counsel in such previously mutually agreed form between such foreign counsel and Xxxxx Xxxx & Xxxxxxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxxx Xxxx & Case Xxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, in the form mutually agreed upon between the Representatives and Xxxxx Xxxx & Xxxxxxxx LLP. (g) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Westwood & Riegels, British Virgin Islands Counsel to the Company, dated the Closing Date, in substantially the form as set forth in Exhibit D hereto. (h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hi) The “lock-up” agreements, each substantially in the form of Exhibit A E hereto, between you and certain stockholderssecurity holders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock Ordinary Shares or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (ij) The Underwriters Each Underwriter shall have received the certificate described in Section 7(i), if applicable, from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangementsCompany. (k) On each of the Closing Date and each Option Closing Date, the Underwriters Each Underwriter shall have received a written certificate executed by Form W-9 or Form W-8, as described in Section 8, from each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) Shareholder. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The several obligations of the Company and Selling Stockholders to sell the Shares and Warrants to the Underwriters and the several obligations of the Underwriters Underwriters, on the other hand, to purchase and pay for the Shares and Warrants on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [_______________] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the indicates possible changenegative implications, in the rating accorded any of the Company's securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aclause (a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Lathxx & Xxxxxx LLPXatkxxx, counsel xxunsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations Company has been duly incorporated and warranties is validly existing and in good standing under the laws of such Selling Stockholder set forth the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; andProspectus; (ii) such Selling Stockholder the Company has authorized capital stock as set forth in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information and the Common Stock and Warrants [and Merger Warrants] conform to the description thereof contained in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein.Prospectus; (miii) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior pursuant to the Closing Date and, with respect Underwriting Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the Warrant Shares to be issued and sold by the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.Company pursuant

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 4:00 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections 5(a)(i) and 5(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxxxx Xxxx & Xxxxxxxx Xxxxxxxxx US LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLCCompany, each in a form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxx, Xxxxxxx & Case Xxxxxx LLP, counsel for the Underwriters, dated the Closing Date, each in form and substance reasonably satisfactory to the Representatives. With respect to the negative assurance letters to be delivered pursuant to Sections 5(c) and 5(d) above, Norton Xxxx Xxxxxxxxx US LLP and Xxxx, Gotshal & Xxxxxx LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion of Xxxxxx Xxxx Xxxxxxxxx US LLP described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (ge) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young RSM US LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the consolidated financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hf) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from BDO USA, P.C., independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the consolidated financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you the Representatives and certain stockholders, officers and directors of the Company relating to restrictions on sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (nh) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of Xxxxxx Xxxx Xxxxxxxxx US LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion and negative assurance letter of Xxxx, Xxxxxxx & Xxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from RSM US LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from BDO USA, P.C., independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and (vi) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 [4:00] p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxxx Xxxx & Xxxxxxxx LLP, outside counsel for the Company Company, dated the Closing Date, in substantially the form set forth in Exhibits A-1 and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the UnderwritersA-2 hereto. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLPX. Xxxxxxx, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent General Counsel of Argentia Private Investments Inc.the Company, dated the Closing Date, each in substantially the form and substance reasonably satisfactory to the Underwritersset forth in Exhibit B hereto. (e) The Underwriters shall have received on the Closing Date an opinion the opinions of Xxxxx Xxxx Macfarlanes LLP, Xxxxx & Xxxxxxx LLP and BÄR & XXXXXX XX, outside counsel for Mill Road Capital II, L.P.the Selling Stockholders, dated the Closing Date, in form substantially the forms set forth in Exhibit C-1, Exhibit C-2 and substance reasonably satisfactory to the UnderwritersExhibit C-3 hereto, respectively. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. The opinions of Xxxxx Xxxx & Xxxxxxxx LLP, Macfarlanes LLP, Xxxxx & Lardner LLP and BÄR & XXXXXX XX described in Sections 6(c) and 6(e) above shall be rendered and addressed to the Underwriters at the request of the Company or one or more of the Selling Stockholders, as the case may be, and shall so state therein. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Financial Officer of the Company, to the effect set forth in Exhibit D hereto. (i) The “lock-up” agreements, each substantially in the form forms of Exhibit A E-1 and Exhibit E-2 hereto, between you and certain stockholders, officers officers, directors and directors nominees of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(a) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of Xxxxx Xxxx & Xxxxxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof; (iii) an opinion of Xxxx X. Xxxxxxx, General Counsel of the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) an opinion of Xxxxx & Xxxxxxx LLP, outside counsel for the Selling Stockholders, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinions required by Section 6(e) hereof; (v) an opinion and negative assurance letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof; (vi) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from KPMG LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(g) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (vii) a certificate, dated the Option Closing Date and signed by the Chief Financial Officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(h) hereof remains true and correct as of such Option Closing Date; and (viii) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter an opinion of Xxxxxx, Xxxx Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxx Xxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each substantially in the form and substance reasonably satisfactory to the Underwritersof Exhibit B-1 hereto. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Xxxxxx & Xxxxxx LLP, as regulatory counsel for Argentia Private Investmentsto the Company, Inc. addressed to the Underwriters and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each substantially in the form and substance reasonably satisfactory to the Underwritersattached hereto as Exhibit B-2 hereto. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLPeach of Xxxxxxx Xxxxxx & Xxxxxxxx PC and Wenderoth, Lind & Ponack, L.L.P., as intellectual property counsel for Mill Road Capital IIto the Company, L.P., addressed to the Underwriters and dated the Closing Date, substantially in form the forms attached hereto as Exhibits B-3 and substance reasonably satisfactory to the UnderwritersB-4 hereto. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxxx Xxxx & Case Xxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, with respect to such matters as the Managers may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLPPricewaterhouseCoopers LLC, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersshareholders, officers and directors of the Company Company, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, shall have been delivered to you on or before the date hereof, and shall be in full force and effect on on, the Closing Date. (i) The Underwriters shall have received from received, on each Selling Stockholder of the date hereof and the Closing Date, a properly completed certificate dated the date hereof or the Closing Date and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8signed by the chief financial officer of the Company, as appropriate, together with all required attachments to such formsubstantially in the form of Exhibit C hereto. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) a certificate, dated the Option Closing Date and signed by the chief financial officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(i) hereof remains true and correct as of such Option Closing Date; (iii) an opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iv) an opinion of Xxxxxx & Xxxxxx LLP, as regulatory counsel to the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof. (v) an opinion of each of Xxxxxxx Xxxxxx & Xxxxxxxx PC and Wenderoth, Lind & Ponack, L.L.P., as intellectual property counsel to the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof. (vi) an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(f) hereof; (vii) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers LLC, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (viii) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Shareholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (5:00 p.m., New York City time) , on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date Date: (i) a certificate, dated the Closing Date and signed by an executive officer of the Company, Company to the effect set forth in Section 6(a6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened; (ii) a certificate, dated the Closing Date and signed by an officer of Ventures, who is authorized by corporate action to provide such certificate, to the effect that the representations and warranties of Ventures contained in this Agreement are true and correct as of the Closing Date and that Ventures has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date; (iii) a certificate, dated the Closing Date and signed by an officer of Parent, who is authorized by corporate action to provide such certificate, to the effect that the representations and warranties of Parent contained in this Agreement are true and correct as of the Closing Date; and (iv) a certificate, dated the Closing Date and signed by Xxxxxxxxxx X. Xxxxx or Xxxx X. Xxxxxxx, as attorneys to the Selling Shareholders (except Ventures), to the effect that the representations and warranties of the Selling Shareholders (except Ventures) contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholders have complied with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder on or before the Closing Date. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter an opinion of Xxxxxx, Xxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters.effect set forth in Exhibit B. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxx Xxxxxxxx LLP, counsel for Argentia Private Investments, Inc. the Parent and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Selling Shareholders, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters.effect set forth in Exhibit C. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLPXxxxxxxx, counsel for the Underwriters, dated the Closing Date, to the effect that: (i) this Agreement has been duly authorized, executed and delivered by the Company, the Parent and Ventures; (ii) the statements relating to legal matters, documents or proceedings included in the Time of Sale Prospectus and the Prospectus under the captions “Description of Capital Stock” (with respect to the Company’s charter and by-laws) and “Underwriters” fairly summarize in all material respects such matters, documents or proceedings; and (iii) (A) in the opinion of such counsel, the Registration Statement, the Time of Sale Prospectus and the Prospectus (except for the broadly available road show, the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and (B) nothing has come to the attention of such counsel that causes such counsel to believe that (1) the Registration Statement or the prospectus included therein (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) the Time of Sale Prospectus (except for the broadly available road show, the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) as of the date of this Agreement or as amended or supplemented, if applicable, as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (3) the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) as of its date or as amended or supplemented, if applicable, as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to Section 6(e)(iii), counsel for the Underwriters may state that their opinion and belief is based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinions of Xxxxxxxx & Xxxxx LLP and Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP provided pursuant to Sections 6(c) and 6(d) above shall be rendered to the Underwriters at the request of the Company, the Parent or the Selling Shareholders, as the case may be, and shall so state therein. (gf) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, an independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hg) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersthe Selling Shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) . The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [•] [a.m.] [p.m.] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company Company, or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of XxxxxxXxxx, Xxxx Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P.Company, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.Representatives to the effect set forth in Annex A. (fd) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxxxxx Xxxxxxx & Case Xxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to you. (ge) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from each of PricewaterhouseCoopers LLP, Deloitte & Touche LLP and Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the any letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hf) The Underwriters shall have received, on the date hereof and on the Closing Date, a certificate of the Chief Financial Officer of the Company, in his capacity as an officer of the Company and not in his individual capacity, in form and substance reasonably satisfactory to you, with respect to certain information contained in the Time of Sale Prospectus and the Prospectus. (g) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholdersthe shareholders, officers and directors of the Company Company, listed on Schedule III relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (nh) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from each of PricewaterhouseCoopers LLP, Deloitte & Touche LLP and Ernst & young LLP, independent public accountants, substantially in the same form and substance as the letter furnished by each to the Underwriters pursuant to Section 5(e) hereof; provided that any letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (v) a certificate of the Chief Financial Officer, of the Company, in his capacity as an officer of the Company and not in his individual capacity, dated the Option Closing Date, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(f) hereof, with respect to certain information contained in the Time of Sale Prospectus and the Prospectus; and (vi) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional SharesShares as are customary. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [ 🌑 ] [a.][p.]m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings proceeding for such purpose or pursuant to Section 8A under the Securities Act shall have been instituted be pending before or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgmentthe judgment of the Representatives, is material and adverse and that makes it, in your judgmentthe judgment of the Representatives, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received (i) on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections 6(a)(i) and 6(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (ii) on the Option Closing Date, a certificate of each of the Selling Shareholders, in form and substance reasonably satisfactory to the Representatives, (A) confirming that the representations of such Selling Shareholder set forth in Section 2 hereof are true and correct and (B) confirming that the other representations and warranties of such Selling Shareholder in this agreement are true and correct and that such Selling Shareholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxxx Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P.Company, dated the Closing Date, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, substantially in the form of Exhibit C hereto. The opinion of Xxxxx Xxxx & Xxxxxxxx LLP described in this Section 6(c) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (fd) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Xxxxxx & Case Xxxxxxx LLP, outside counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. (ge) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young LLPPwC, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hf) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you Xxxxxx Xxxxxxx, Xxxxxxx Xxxxx & Co. LLC, Xxxxx Xxxxxxx & Co. and certain stockholdersshareholders (including each of the Selling Shareholders), officers and directors of the Company relating to restrictions on sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you Xxxxxx Xxxxxxx, Xxxxxxx Xxxxx & Co. LLC and Xxxxx Xxxxxxx & Co. on or before the date hereofhereof (the “Lock-up Agreements”), shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (ng) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) (1) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date and (2) a certificate of each of the Selling Shareholders confirming that the respective certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof; (iii) an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from PwC, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 6:00 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesthe Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the CompanyCompany and the Operating Partnership, to the effect set forth in Section 6(aSections 5(a)(i) and 5(a)(ii) above and to the effect that the representations and warranties of the Company and the Operating Partnership contained in this Agreement are true and correct as of the Closing Date and that the Company has and the Operating Partnership have complied with all of the agreements and satisfied all of the conditions on its their respective part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received received, on each of the date hereof and the Closing Date opinions Date, a certificate dated the date hereof or the Closing Date, as the case may be, and a negative assurance letter signed by the Chief Financial Officer of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodlesthe Operating Partnership, LLC, each in the form and substance reasonably satisfactory to the UnderwritersUnderwriters and their counsel. (d) The Underwriters shall have received on the Closing Date an opinion the opinions of Xxxx Xxxxxx & Xxxxxxx & Xxxxxx LLP, outside counsel for Argentia Private Investments, Inc. the Company and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Operating Partnership, dated the Closing Date, each in form and substance reasonably satisfactory with respect to the Underwritersmatters identified in Exhibits A-1 and A-2 hereto. The opinions of Xxxxxx & Xxxxxxx LLP described in Exhibits A-1 and A-2 shall be rendered to the Underwriters at the request of the Company and shall so state therein. The opinions of Xxxxxx & Xxxxxxx LLP described in Exhibits A-1 and A-2 may also state that, insofar as such opinions involve factual matters, Xxxxxx & Xxxxxxx LLP has relied, to the extent they deem proper, upon certificates of officers of the Company. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxx Xxxxx Xxxx LLP, special Maryland counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the UnderwritersCompany, with respect to the matters identified in Exhibit B hereto. The opinions of Xxxxxxx Xxxxx LLP described in Exhibit B shall be rendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case Xxxxxxxx Chance US LLP, counsel for the Underwriters, dated the Closing Date, in the form and substance reasonably satisfactory to the Underwriters. In giving such opinion such counsel may rely, as to all matters governed by Maryland law, upon the opinion of Xxxxxxx Xxxxx LLP referred to in Section 5(e) above. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials. (g) The Underwriters shall have received on the Closing Date an opinion of the General Counsel of the Company, dated the Closing Date, with respect to the matters identified in Exhibit C hereto. The opinions of General Counsel of the Company described in Exhibit C shall be rendered to the Underwriters at the request of the Company and shall so state therein. (h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young Touche LLP, an independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than two days prior to the date hereofhereof and the Closing Date, as applicable. (hi) The “lock-up” agreements, each substantially in the form of Exhibit A D-1 hereto, between you and certain stockholders, officers and directors of the Company identified in Exhibit D-2 hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) . The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the CompanyCompany and the Subsidiaries, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Shareholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 4:00 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxxx & Xxxxxxxx LLPProfessional Corporation, outside counsel for the Company, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated, is validly existing under, and by virtue of, the laws of the jurisdiction of its incorporation, and is in good standing under such laws. The Company has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus. The Company is qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and Xxxxxxxxxits subsidiaries, taken as a whole; (ii) each subsidiary of the Company has been duly incorporated or formed, is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or formation and has the corporate or limited liability company power and authority, as the case may be, to own its property and to conduct its business as described in the Time of Sale Prospectus. Each such subsidiary is qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) the authorized capital stock of the Company as of [September 30], 2006 was as set forth in each of the Time of Sale Prospectus and the Prospectus under the “Actual” column under the caption “Capitalization;” (iv) the shares of Common Stock (including the Shares to be sold by the Selling Shareholders) outstanding have been duly authorized and are validly issued, fully paid and non-Noodlesassessable; (v) all of the issued and outstanding capital stock or membership or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, LLCare fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear (except as described in each of the Time of Sale Prospectus and the Prospectus) of all liens, encumbrances, equities or claims; (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement do not contravene any provision of the Certificate of Incorporation or Bylaws of the Company, any provision of any applicable federal or Washington State law, rule or regulation or of the Delaware General Corporation Law, or, to such counsel’s knowledge after inquiry, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to the Registration Statement, or, to such counsel’s knowledge after inquiry, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement; (viii) the statements relating to legal matters, documents or proceedings included in (A) the Time of Sale Prospectus and the Prospectus under the captions “Risk Factors–If our arrangements with our affiliated radiologists or our customers are found to violate….”, “Risk Factors–If our affiliated radiologists are characterized as employees….”, “Risk Factors–Changes in the regulatory environment may constrain or require us to restructure our operations,” “Business–Operations–Affiliated radiologists,” “Business–Intellectual Property,” “Management–Employee Benefit Plans,” “Management –Limitation on Liability and Indemnification Matters,” “Certain Relationships and Related Party Transactions,” “Description of Capital Stock,” “Shares Eligible for Future Sale,” “Material United States Federal Tax Considerations for Non-U.S. Holders of Common Stock,” and “Underwriters” (except for the statements in the third and seventh paragraphs under “Underwriters” as to which such counsel expresses no opinion) and (B) the Registration Statement in Items 14 and 15, in each case fairly summarize in all material respects such matters, documents or proceedings; (ix) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (x) the Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; and (xi) the Registration Statement was declared effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) have been made in the manner and within the time period required by Rule 424(b); and to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or contemplated under the Act. In addition, the opinion shall include a statement from such counsel to the effect that (i) such counsel has participated in conferences with certain officers and other representatives of the Company, the representatives of the Underwriters, counsel for the Underwriters and the independent public accountants of the Company, at which conferences the contents of the Registration Statement and Prospectus and related matters were reviewed and discussed, and (ii) although such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, nothing has come to the attention of such counsel through such review and discussion as described therein, that causes such counsel to believe that the Registration Statement, at the time it became effective, or the Time of Sale Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) as of the date of this Agreement or as amended or supplemented, if applicable, as of the Closing Date or the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) as of its date or as amended or supplemented, if applicable, as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the opinion shall include a statement from such counsel that the Registration Statement and the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) comply as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. (d) [The Underwriters shall have received on the Closing Date an opinion of Barandun Xxxx von Graffenried, Swiss counsel for the Company, dated the Closing Date, covering the matters set forth in Exhibit B, in form and substance reasonably satisfactory to the Underwriters.] (de) [The Underwriters shall have received on the Closing Date an opinion of Xxxxx & XxXxxxxx, Australian counsel for the Company, dated the Closing Date, covering the matters set forth in Exhibit C, in form and substance satisfactory to the Underwriters.] (f) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx Xxxxx LLP, regulatory counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriterseffect that: (i) To such counsel’s knowledge, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any U.S. federal or state statute, regulation or other law relating to the practice of medicine and the regulation of the radiology and radiological interpretation industry that is applicable to the business and operations of the Company and its subsidiaries, as described in the section of the Prospectus and the Time of Sale Prospectus captioned “Business”; (ii) The statements specifically contained in each of the Prospectus and the Time of Sale Prospectus under “Risk Factors–Enforcement of state and federal anti-kickback laws may adversely affect….”, “Risk Factors–Because our customers submit claims to the Medicare program based on the services we provide….”, “Risk Factors—Medicare and Medicaid rules governing reassignment of payments….”, Risk Factors—Our business could be materially affected if a U.S. Department of Health & Human Services Office of Inspector General….” and “Business–Government Regulation and Supervision” have been reviewed by such counsel, and to such counsel’s knowledge, such statements are accurate in all material respects. To such counsel’s knowledge, other than the laws and the regulations described in such sections, there are no other U.S. federal or state laws or regulations specifically and primarily relating to the practice of medicine and the regulation of the radiology and radiological interpretation industry that are material to the business and operations of the Company and its subsidiaries, as described in the section of the Prospectus and the Time of Sale Prospectus captioned “Business.” (g) The Underwriters shall have received on the Closing Date opinions, dated the Closing Date, of each of Xxxxxxxx & Xxxxx LLP and Xxxx Xxxxxx, Vice President and General Counsel of the Company, as counsel for the Selling Shareholders in the forms of Exhibit D and Exhibit E hereto, respectively. (eh) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLPXxxxxxxx, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Sections 6(c)(vi) and 6(c)(viii) (but only as to the statements in each of the Time of Sale Prospectus and the Prospectus under “Description of Capital Stock” and “Underwriters”) and the last paragraph of Section 6(c) above. With respect to the last paragraph of Section 6(c) above, Xxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Professional Corporation and Xxxxx Xxxx & Xxxxxxxx may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinions of Xxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Professional Corporation, Barandun Xxxx von Graffenried, Xxxxx & XxXxxxxx, Xxxx Xxxxx LLP, Xxxxxxxx & Xxxxx LLP and Xxxx Xxxxxx described in and delivered pursuant to Sections 6(c), 6(d), 6(e), 6(f), and 6(g), respectively, above shall be rendered to the Underwriters at the request of the Company or one or more of the Selling Shareholders, as the case may be, and shall so state therein. (gi) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young Deloitte and Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-cut off date” not earlier than the date hereof. (hj) The Underwriters shall have received on the date hereof a letter dated the date hereof in form and substance satisfactory to the Underwriters, from Xxxxxxxx, XxXxxx & Company, P.A., independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (k) The “lock-lock up” agreements, each substantially in the form of Exhibit A hereto, between you and each officer, director and certain stockholders, officers and directors stockholders of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) . The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become and shall be effective not later than 5:30 p.m. (New York City time) on under the Securities Act prior to the date hereofof this Agreement. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Prospectus as of any amendments or supplements thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the CompanyCompany in his or her capacity as an executive officer of the Company and in his or her capacity as an executive officer of the general partner of the Operating Partnership, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company and the Operating Partnership contained in this Agreement are true and correct as of the Closing Date and that the Company has and the Operating Partnership have complied with all of the their agreements and satisfied all of the conditions on its their part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion of Xxxxx Xxxxxxxxx, Assistant General Counsel and Assistant Secretary of the Company, to the effect that: (i) the Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or in good standing would not have a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for material adverse effect on the Company and Xxxxxxxxx-Noodlesits subsidiaries, LLCtaken as a whole; (ii) each subsidiary of the Company has been duly organized, is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has the power and authority to own and lease its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in form and substance reasonably satisfactory which the conduct of its business or its ownership or leasing of property requires such qualification, except to the Underwritersextent that the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) the outstanding shares of Common Stock, Class A Preferred Stock and Class B Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and none of such shares was issued in violation of any preemptive or similar rights; and, to the best of such counsel's knowledge, the issuance of the Shares is not subject to preemptive or other similar rights arising under any instrument or agreement to which the Company or any of its subsidiaries is a party or by which any of them may be bound; (iv) the outstanding Ownership Interests in each subsidiary have been duly authorized and validly issued, are fully paid and (except for general partnership interests) non-assessable; all of the outstanding limited partnership interests in the Operating Partnership are owned (except as otherwise set forth in the Prospectus) directly by the Company, all of the outstanding general partnership interests in the Operating Partnership are owned directly by the Company, and all of the Company's Ownership Interests in each of the other subsidiaries are owned directly or indirectly by the Company, in each case free and clear of all liens, encumbrances, equities or claims, except for liens created by the Pledge Agreement; (v) this Agreement has been duly authorized, executed and delivered by the Company and the Operating Partnership; (vi) the execution and delivery by the Company and the Operating Partnership of, and the performance by the Company and the Operating Partnership of their respective obligations under, this Agreement (including the issuance and sale of the Shares to the Underwriters and the issuance and sale of the Preferred Units to the Company) will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the Credit Agreement, any Senior Note Document or, to the best of such counsel's knowledge, any other agreement or instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (B) result in a breach or violation of or default under any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries; and no consent, approval, authorization or order of, or qualification with, any Maryland or Delaware governmental body or agency having jurisdiction over the Company or the Operating Partnership is required under the laws of the State of Maryland or the Delaware Revised Uniform Limited Partnership Act (the "Partnership Act") for the offering, issuance or sale of the Shares or the application of the net proceeds therefrom by the Company as contemplated by this Agreement or for the issuance and sale of the Preferred Units by the Operating Partnership to the Company as contemplated by this Agreement, except such as may be required by Maryland securities laws and except for the filing of the Articles Supplementary with the SDAT (which filing has been duly made); (vii) The Amendment being entered into on the date of such opinion has been duly authorized by the Company in its capacity as General Partner, has been duly executed and delivered by the General Partner on behalf of the Operating Partnership; (viii) the statements (A) in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (the "1999 10- K") under the captions "Business and Properties--Environmental and Regulatory Matters," "Business and Properties--The Leases," "Business and Properties--The Management Agreements" and "Business and Properties--Non-Competition Agreements," in each case as amended and supplemented by the information under the captions "Business" and "Recent Developments" in the Prospectus Supplement, (B) in the 1999 10-K under the caption "Legal Proceedings," as supplemented by the information in note (14) to the financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 8, 2000 and as further supplemented by the information under the caption "Business--Legal Proceedings" in the Prospectus Supplement and (C) in the Company's Proxy Statement dated April 17, 2000 under the caption "Certain Relationships and Related Transactions," in each case insofar as such statements constitute summaries of legal matters, documents or proceedings, are accurate in all material respects; (ix) to the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (x) the Company and its subsidiaries (A) are in compliance with any and all applicable Environmental Laws, (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; and (xi) each document filed pursuant to the Exchange Act and incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus pursuant to Item 12 of Form S-3 under the Securities Act (except for financial statements and schedules and other financial and statistical data, as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. In passing upon compliance as to form of such documents, such counsel may assume that the statements made and incorporated by reference therein are correct and complete. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx Xxxxxx & Xxxxxx LLPXxxxxxx, counsel for Argentia Private Investments, Inc. the Company and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Operating Partnership, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriterseffect that: (i) the Operating Partnership is a limited partnership duly formed and validly existing under and by virtue of the Partnership Act and, based solely upon certificates of public officials, is in good standing under the laws of the State of Delaware and has the partnership power and authority to own and lease its property and to conduct its business as described in the Prospectus; (ii) The Preferred Units have been duly authorized by the Operating Partnership and, when issued by the Operating Partnership to the Company in exchange for the Company's contribution to the Operating Partnership of the net proceeds from the sale of the Shares, will represent valid limited partnership interests in the Operating Partnership; (A) the execution and delivery by the Company and the Operating Partnership of this Agreement, the offering, issuance and sale of the Shares and the application of the net proceeds therefrom by the Company to acquire Preferred Units from the Operating Partnership as contemplated by this Agreement, and the issuance and sale of the Preferred Units by the Operating Partnership to the Company as contemplated by this Agreement, will not (1) violate any provision of the limited partnership agreement or certificate of limited partnership of the Operating Partnership, (2) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the Senior Note Documents; or (3) violate any federal law, statute, rule or regulation applicable to the Company or the Operating Partnership or the Partnership Act; and (B) no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required under federal law or the Partnership Act for the offering, issuance or sale of the Shares or the application of the net proceeds therefrom by the Company to acquire Preferred Units from the Operating Partnership as contemplated by this Agreement or for the issuance and sale of the Preferred Units by the Operating Partnership to the Company as contemplated by this Agreement, except (x) such as may be required under state securities laws in connection with the offer and sale of the Shares, (y) such as have been obtained under the Securities Act and are in full force and effect and (z) such as are required under the Exchange Act in connection with the listing of the Shares on the New York Stock Exchange; (iv) the discussion in the Prospectus Supplement under the heading "Federal Income Tax Considerations--Taxation of Taxable U.S. Shareholders", "Federal Income Tax Considerations--Backup Withholding", "Federal Income Tax Considerations--Taxation of Tax- Exempt Shareholders", "Federal Income Tax Considerations--Taxation of Non-U.S. Shareholders" and "Federal Income Tax Considerations--Other Tax Consequences", to the extent that it describes matters of federal income tax law, is correct in all material respects; (v) neither the Company nor the Operating Partnership is and, after giving effect to the offering and sale of the Shares, the issuance and sale of the Preferred Units and the application of the proceeds thereof as described in the Prospectus, neither the Company nor the Operating Partnership will be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; (vi) the Registration Statement and Prospectus (except for the documents incorporated or deemed to be incorporated by reference therein and the financial statements and schedules and other financial and statistical data included or incorporated by reference therein, as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. In passing upon compliance as to form of such documents, such counsel may assume that the statements made and incorporated by reference therein are correct and complete. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP& Xxxxxxx, L.L.P., counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations Company was organized and warranties of such Selling Stockholder set forth has operated in Section 2 of this Agreement are true and correct in all material respects conformity with the same force requirements for qualification and effect taxation as though expressly made by such Selling Stockholder on a real estate investment trust (a "REIT") under the Code, effective for its taxable years ended December 31, 1999 and December 31, 2000, and the Company's current organization and intended method of operation will enable it to continue to meet the requirements for qualification and taxation as of such date; anda REIT under the Code for taxable year 2001 and thereafter; (ii) such Selling Stockholder has in The Leases will be respected as leases for federal income tax purposes. Such opinion will define the term "Leases" as all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received real estate leases on the date hereof hotels in which the Operating Partnership has a certificate of Xxxxx Xxxxxxxxdirect or, through a Subsidiary Partnership, an indirect interest and pursuant to which the Operating Partnership or a Subsidiary Partnership, as lessor or sublessor, leases a hotel to a lessee or sublessee, respectively, and shall state that such term includes, without limitation, the Company’s Vice President and Controller, dated the date lease of the ProspectusMarriott Harbor Beach Resort from Lauderdale Beach Association to Marriott Hotel Services, stating that certain information Inc. (the "Harbor Beach Resort Lease"); and will define the term "Subsidiary Partnership" as each partnership, limited liability company or other entity treated as a partnership for federal income tax purposes in which either the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, Company or the satisfaction of any of the conditions Operating Partnership has a direct or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.indirect interest;

Conditions to the Underwriters’ Obligations. The obligations of the Company and the Firm Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [__________] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded to any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter an opinion of Xxxxxx, Xxxx & Xxxxxxxx DLA Piper LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLCCompany, each dated the Closing Date, substantially in the form and substance reasonably satisfactory to the Underwritersattached as Exhibit A hereto. (d) The Underwriters shall have received on the Closing Date Date, with respect to each Selling Stockholder, an opinion of Xxxx Xxxxxxx Xxxxxx Xxxxxx & Xxxxxx Dodge LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Selling Stockholders, dated the Closing Date, each substantially in the form and substance reasonably satisfactory to the Underwritersattached as Exhibit B hereto. (e) The Underwriters shall have received on the Closing Date an opinion letters of (i) Xxxx Xxxxx Xxxx LLP, outside UK counsel for Mill Road Capital IIthe Company, L.P.(ii) City-Yuwa Partners, outside Japanese counsel for the Company , dated the Closing Date, substantially in form the forms attached as Exhibit C-1 and substance reasonably satisfactory to the UnderwritersC-2, respectively, hereto. (f) The Underwriters shall have received on the Closing Date opinion letters of (i) Xxxx Xxxxx LLP, outside UK regulatory counsel for the Company, (ii) City-Yuwa Partners, outside Japanese regulatory counsel for the Company, (iii) Freehills, outside Australian regulatory counsel for the Company, (iv) Global Law Office, outside Chinese regulatory counsel for the Company, (v) Xxxxx Xxxxx JSM, outside Hong Kong regulatory counsel for the Company, (vi) XxXxxxxx Xxxxxxxx LLP, outside Canadian regulatory counsel for the Company and (vii) Xxxxxx Xxxxxx Rosenman LLP, outside US regulatory counsel for the Company, each dated the Closing Date, and each substantially in the forms attached as Exhibits D-1 through D-7, respectively, hereto. (g) The Underwriters shall have received on the Closing Date an opinion and negative assurance a Rule 10b-5 disclosure letter of White Xxxxx Xxxx & Case Xxxxxxxx LLP, counsel for the Underwriters, each dated the Closing Date, covering such matters as requested by the Underwriters. With respect to Section 6(c) above, DLA Piper LLP and with respect to Section 6(g) above, Xxxxx Xxxx & Xxxxxxxx LLP, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(d) above, Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP may rely upon an opinion or opinions of counsel for any Selling Stockholder and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of each Selling Stockholder contained herein and in the Custody Agreement and Power of Attorney of such Selling Stockholder and in other documents and instruments; provided that (A) each such counsel for the Selling Stockholders is reasonably satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance reasonably satisfactory to your counsel, (C) copies of such Custody Agreements and Powers of Attorney and of any such other documents and instruments shall be delivered to you and shall be in form and substance satisfactory to your counsel and (D) Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP shall state in their opinion that they are justified in relying on each such other opinion. The opinions of DLA Piper LLP, Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP and the various local and regulatory counsels for the Company described in Sections 6(c), 6(d), 6(e) and 6(f) above (and any opinions of counsel for any Selling Stockholders referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Company or one or more of the Selling Stockholders, as the case may be, and shall so state therein. (gh) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hi) The “lock-up” agreements, each substantially in the form of Exhibit A E hereto, between you and certain the stockholders, officers and directors of the Company listed on Exhibit F hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) . The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance sale of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The respective obligations of the Company Fund and Selling Stockholders to sell the Shares to the Underwriters Investment Advisers and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date hereunder are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 10:00 A.M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: Date or, if earlier, the dates as of which information is given in the Registration Statement (iexclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), (1) in the case of the Fund, there shall not have occurred (A) any downgradingchange or decrease specified in the letter or letters referred to in paragraph (h) of this Section 6, nor shall or (B) any notice have been given of change, or any intended or potential downgrading or of any review for development involving a possible change that does not indicate the direction of the possible prospective change, in the rating accorded any condition, financial or otherwise, or in the earnings, business, prospects, properties or operations of the securities Fund, whether or not arising from transactions in the ordinary course of business, from that set forth in the Company or any Time of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined Sale Prospectus and, (2) in Section 3(a)(62) the case of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effecteach Investment Adviser, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, prospects, properties, operations, management or operations personnel of the Company and its subsidiariesInvestment Adviser, taken as a wholewhether or not arising from transactions in the ordinary course of business, from that set forth in the Time of Sale Prospectus as Prospectus, the effect of which in any case referred to in clause (1) or (2) above is, in the sole judgment of the date of this Agreement thatRepresentatives, in your judgment, is so material and adverse and that makes it, in your the Representatives’ judgment, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificatecertificates, dated the Closing Date and signed by an Date, of the chief executive officer and chief financial officer (or officers acting in similar capacities) of each of the CompanyFund and the Investment Advisers, to the effect set forth (i) that no stop order suspending the effectiveness of the Registration Statement is in Section 6(aeffect, and no proceedings for such purpose are, as of the Closing Date, pending before or threatened by the Commission, (ii) above and to the effect that the representations and warranties of the Company Fund and the Investment Advisers contained in this Agreement are true and correct as of the Closing Date Date, (iii) that each of the Fund and that the Company Investment Advisers has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date, and (iv) as set forth in Section 6(a) above, with respect to the Fund or the Investment Advisers, as applicable. The Each officer signing and delivering such a certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters Each of the Investment Advisers and the Fund shall have received performed all of their respective obligations to be performed hereunder on or prior to the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the UnderwritersDate. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the favorable opinion, dated the Closing Date, each in form Date and substance reasonably satisfactory addressed to the Underwriters, of Fxxxx & Lxxxxxx LLP, special Maryland counsel for the Fund, substantially as set forth in Exhibit B hereto. (e) The Underwriters shall have received on the Closing Date an opinion the favorable opinion, dated the Closing Date and addressed to the Underwriters, of Xxxxx Xxxx Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for Mill Road Capital IIthe Fund, L.P., dated the Closing Date, substantially as set forth in form and substance reasonably satisfactory to the UnderwritersExhibit C hereto. (f) The Underwriters shall have received on the Closing Date an the favorable opinion, dated the Closing Date and addressed to the Underwriters, of [Mxxx X. Xxxxx, General Counsel of Virtus Investment Partners, Inc., the parent company of the Investment Advisers], substantially as set forth in Exhibit D hereto. (g) The Underwriters shall have received on the Closing Date the favorable opinion and negative assurance letter of White Weil, Gotshal & Case Mxxxxx LLP, counsel for the Underwriters, dated the Closing Date, and covering such matters as the Underwriters shall reasonably request. (gh) The Underwriters shall have received on the Closing Date a certificate from a duly authorized officer of each of the Administrator, the Custodian and the Transfer Agent, certifying that each of the Administration Agreement, the Sub-Administration Agreement, the Custodian Agreement, the Accounting Services Agreement and the Transfer Agency Agreement, as applicable, is in full force and effect and is a valid and binding agreement of the Administrator, the Custodian or the Transfer Agent, as applicable. (i) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter signed report dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort lettersagreed upon procedures report” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , provided that the letter report delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRAAll filings, FINRA shall have raised no objection to the fairness applications and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company Fund and the Investment Advisers in connection with the issuance organization and sale registration of the Fund and the Shares as contemplated herein under the Acts and in connection with the other transactions contemplated by this Agreement applicable Rules and Regulations shall be satisfactory in form and substance to the Underwriters you and counsel for the Underwriters. (nk) No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely affect the Fund’s standing as a registered investment company under the Investment Company Act or the standing of either Investment Adviser as a registered investment adviser under the Advisers Act. (l) The Shares shall have been duly authorized for listing on the New York Stock Exchange, subject only to official notice of issuance thereof. (m) On the date hereof, the Investment Manager shall deliver to each of the other parties thereto copies of the [LIST FEE AGREEMENTS], executed by the Investment Manager. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the CompanyFund and the Investment Advisers, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when , and as required to be satisfiedofficers’ certificates, this Agreement may be terminated by a report of Ernst & Young LLP and opinions of Fxxxx & Lxxxxxx LLP, Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, [Mxxx X. Xxxxx, General Counsel] of Virtus Investment Partners, Inc., the Representatives by notice from parent company of the Representatives Investment Advisers, and Weil, Gotshal & Mxxxxx LLP to the Company effect set forth above, except that such certificates, report and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to opinions shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations obligation of the Underwriters hereunder to purchase and pay for the Firm Shares on the Closing Date are or the Additional Shares on the Option Closing Date, as the case may be, as provided herein is subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on the date hereof. The several obligations accuracy of the Underwriters are subject representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder, and to the following further conditions:. (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date or the Option Closing Date, as the case may be: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesthe Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date or the Option Closing Date, as the case may be, a certificate, dated the Closing Date respective dates of delivery thereof, and signed by an executive officer of the CompanyCompany and the Operating Partnership, to the effect set forth in Section 6(aSections 5(a)(i) and 5(a)(ii) above and to the effect that the representations and warranties of the Company and the Operating Partnership contained in this Agreement are true and correct as of the Closing Date or the Option Closing Date, as the case may be, and that the Company has and the Operating Partnership have complied with all of the agreements and satisfied all of the conditions on its their respective part to be performed or satisfied hereunder on or before the Closing Date or the Option Closing Date, as the case may be. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received received, on each of the date hereof, the Closing Date opinions and the Option Closing Date, as the case may be, a negative assurance letter certificate dated the respective dates of Xxxxxxdelivery thereof, Xxxx & Xxxxxxxx LLP, outside counsel for and signed by the Chief Financial Officer of the Company and Xxxxxxxxx-Noodlesthe Operating Partnership, LLC, each in the form and substance reasonably satisfactory to the UnderwritersUnderwriters and their counsel. (d) The Underwriters shall have received on the Closing Date an opinion or the Option Closing Date, as the case may be, the opinions of Xxxx Xxxxxx & Xxxxxxx & Xxxxxx LLP, outside counsel for Argentia Private Investments, Inc. the Company and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Operating Partnership, dated the Closing Date or the Option Closing Date, each in form and substance reasonably satisfactory as the case may be, with respect to the Underwritersmatters identified in Exhibits A-1 and A-2 hereto. The opinions of Xxxxxx & Xxxxxxx LLP described in Exhibits A-1 and A-2 shall be rendered to the Underwriters at the request of the Company and shall so state therein. The opinions of Xxxxxx & Xxxxxxx LLP described in Exhibits A-1 and A-2 may also state that, insofar as such opinions involve factual matters, Xxxxxx & Xxxxxxx LLP has relied, to the extent they deem proper, upon certificates of officers of the Company. (e) The Underwriters shall have received on the Closing Date or the Option Closing Date, as the case may be, an opinion of Xxxxxxx Xxxxx Xxxx LLP, special Maryland counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the UnderwritersCompany, with respect to the matters identified in Exhibit B hereto. The opinions of Xxxxxxx Xxxxx LLP described in Exhibit B shall be rendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriters shall have received on the Closing Date or the Option Closing Date, as the case may be, an opinion and negative assurance letter of White & Case Xxxxxxxx Chance US LLP, counsel for the Underwriters, dated the Closing Date or the Option Closing Date, as the case may be, in the form and substance reasonably satisfactory to the Underwriters. In giving such opinion such counsel may rely, as to all matters governed by Maryland law, upon the opinion of Xxxxxxx Xxxxx LLP referred to in Section 5(e) above. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials. (g) The Underwriters shall have received on or about the Closing Date or the Option Closing Date, as the case may be, an opinion of the General Counsel of the Company, dated the Closing Date or the Option Closing Date, as the case may be, with respect to the matters identified in Exhibit C hereto. The opinions of General Counsel of the Company described in Exhibit C shall be rendered to the Underwriters at the request of the Company and shall so state therein. (h) The Underwriters shall have received, on each of the date hereof hereof, the Closing Date, and the Option Closing Date, a letter dated the date hereof or the Closing Date, as the case may berespective dates of delivery thereof, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young Touche LLP, an independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than two days prior to the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you hereof and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date, as applicable. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of At the Closing Date and each the Option Closing Date, the Underwriters Shares shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received been approved for listing on the date hereof a certificate NYSE, subject only to official notice of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) issuance. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the CompanyCompany and the Subsidiaries, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings proceeding for such purpose or pursuant to Section 8A under the Securities Act shall have been instituted be pending before or threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, operations or operations prospects of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgmentthe judgment of the Representatives, is material and adverse and that makes it, in your judgmentthe judgment of the Representatives, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date Date: (i) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections 5(a)(i) and 5(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing DateDate and (ii) a certificate signed by the Company’s Chief Financial Officer, dated the respected dates of delivery thereof and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives. The officer signing and delivering such certificate on behalf of the Company may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLPDentons Durham Xxxxx Xxxxxxx P.C., outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, in each case in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Dentons Durham Xxxxx Xxxxxxx & Xxxxxx LLPP.C., intellectual property counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and a negative assurance letter of White & Case LLPXxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C., counsel for the Underwriters, dated the Closing Date, in the form mutually agreed upon between the Representatives and Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. With respect to the negative assurance letter to be delivered pursuant to Section 5(c) and 5(e) above, Dentons Durham Xxxxx Xxxxxxx P.C. and Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus, the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. (gf) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst Deloitte & Young Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hg) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you the Representatives and certain stockholdersshareholders, officers and directors of the Company relating to restrictions on sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (nh) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b)(i) hereof remains true and correct as of such Option Closing Date and a certificate, dated the Option Closing Date and signed by the Chief Financial Officer of the Company. Confirming that the certificate delivered on the Closing Date pursuant to Section 5(b)(ii) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of Dentons Durham Xxxxx Xxxxxxx P.C., outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Dentons Xxxxxx Xxxxx Xxxxxxx P.C., intellectual property counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof (iv) an opinion and negative assurance letter of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C., counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and (vi) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [•] [a./p.m.] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings proceeding for such purpose or pursuant to Section 8A under the Securities Act shall have been instituted or be pending before or, to the Company’s knowledge, threatened by the Commission; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of XxxxxxXxxxxx & Xxxxxxx LLP (“Xxxxxx & Xxxxxxx”), Xxxx & Xxxxxxxx LLP, U.S. outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P.Company, dated the Closing Date, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (fd) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Meitar Law Offices (“Meitar”), Israeli outside counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxxxx & Case LLPXxxxxx (“WSGR”), U.S. outside counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. (f) The Underwriters shall have received on the Closing Date an opinion of Gornitzky & Co. (“Gornitzky”), Israeli outside counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. With respect to the negative assurance letters to be delivered pursuant to Sections 5(c), 5(d) and 5(e) above, Xxxxxx & Xxxxxxx, Meitar and WSGR may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinions of Xxxxxx & Xxxxxxx, Meitar, WSGR and Gornitzky described in Sections 5(c), 5(d), 5(e), and 5(f) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Xxxx Xxxxx Xxxxxx & Kasierer, a member firm of Ernst & Young LLPGlobal, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lockUnderwriters shall have received on the Closing Date a Chief Financial Officer’s certificate, dated the Closing Date and signed on behalf of the Company by the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Representatives. (i) The Lock-up” agreements, each substantially in up Agreements between the form Representatives (on behalf of Exhibit A hereto, between you the Underwriters) and certain stockholdersshareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (ij) The Underwriters Firm Shares and Additional Shares, if any, shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service been approved for listing on the Nasdaq Global Select Market (the “IRSNasdaq”) Form W-9 or an IRS Form W-8), as appropriate, together with all required attachments subject to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness official notice of the underwriting terms and arrangementsissuance. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the following as of the applicable Option Closing Date: (i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or, to the knowledge of the Company, threatened by the Commission; (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the Representatives’ judgment, is material and adverse and that makes it, in the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus; and (iii) The delivery to you the Representatives on the applicable Option Closing Date of the following: (A) a certificate, dated the Option Closing Date and signed on behalf of the Company by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (B) an opinion and negative assurance letter of Xxxxxx & Xxxxxxx, U.S. outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (C) an opinion and negative assurance letter of Meitar, Israeli outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (D) an opinion and negative assurance letter of WSGR, U.S. outside counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(f) hereof; (E) an opinion of Gornitzky, Israeli outside counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(g) hereof; (F) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Xxxx Xxxxx Xxxxxx & Kasierer, a member firm of Ernst & Young Global, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(h) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; (G) a Chief Financial Officer’s certificate, dated the Option Closing Date and signed on behalf of the Company by the Chief Financial Officer of the Company, in the same form and substance as the certificate required by Section 5(i); and (H) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. 6:00 P.M. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(aSections ‎5(a)(i) and ‎5(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a an opinion (including negative assurance letter statement) of Xxxxxx, Xxxx & Xxxxxxxx LLPXxxxx Day, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxx Xxxxxxx Xxxxxx & Xxxxxx Xxxxxxx, LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Underwriters, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from each of Deloitte & Touche, LLP, Ernst & Young LLP and BDO LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (hf) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you Deutsche Bank and certain stockholders, officers and directors of the Company persons listed on Schedule IV hereto relating to restrictions on sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you Deutsche Bank on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (kg) On each of the Closing Date date hereof and each Option on the Closing Date, the Underwriters Company shall have received a written certificate executed by each Selling Stockholder, dated as of such date, furnished to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx XxxxxxxxRepresentatives, the Company’s Vice President and Controllercertificates, dated the date respective dates of delivery thereof and addressed to the ProspectusUnderwriters, stating that in form and substance reasonably satisfactory to the Representatives, of its Chief Financial Officer with respect to certain information financial data contained in the Time of Sale Prospectus and the Prospectus is correct as of the date stated thereinProspectus. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (nh) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) a certificate, dated the Option Closing Date and signed by the Chief Financial Officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(g) hereof remains true and correct as of such Option Closing Date; (iii) an opinion (including negative assurance statement) of Xxxxx Day, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iv) an opinion and negative assurance letter of Xxxxxx & Xxxxxxx, LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (v) letters dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from each of Deloitte & Touche, LLP, Ernst & Young LLP and BDO LLP, independent public accountants, substantially in the same form and substance as the letters furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letters delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and (vi) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in for purposes of Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgmentthe judgment of the Representative, is material and adverse and that makes it, in your judgmentthe judgment of the Representative, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus; and (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the business or operations of the Adviser from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in the judgment of the Representative, is material and adverse and that makes it, in the judgment of the Representative, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to in the effect set forth in Section 6(aform attached as Exhibit C hereto. (ii) above The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Adviser, to the effect that the representations and warranties of the Company Adviser contained in this Agreement are true and correct as of the Closing Date and that the Company Adviser has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions and a negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside counsel for the Company and Xxxxxxxxx-Noodles, LLC, each in form and substance reasonably satisfactory to the Underwriters.Date: (di) The Underwriters shall have received on the Closing Date an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc., dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLP, counsel for Mill Road Capital II, L.P., dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White Dechert LLP, outside counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit A hereto; and (ii) an opinion and negative assurance letter of Ropes & Case Gray LLP, counsel for the Underwriters, dated the Closing Date. . The opinion of Dechert LLP described in clause (gc)(i) The Underwriters above shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory be rendered to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of Underwriters at the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors request of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On each of the Closing Date and each Option Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date of the Prospectus, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated so state therein. (m) On or before each of the Closing Date and each Option Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.

Conditions to the Underwriters’ Obligations. The obligations of the Company and Selling Stockholders Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. [●] [a.m.] [p.m.] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission; and (iii) Date there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date Date: (i) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date; and (ii) a certificate from each of the Selling Stockholders, dated the Closing Date and signed by the respective Selling Stockholder, to the effect that the representations and warranties of such Selling Stockholder contained in this Agreement are true and correct as of the Closing Date and that such Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The With respect to clause (i) above, the officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date opinions an opinion and a negative assurance letter of XxxxxxWxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Xxxx & Xxxxxxxx LLPProfessional Corporation, outside counsel for the Company and Xxxxxxxxx-NoodlesCompany, LLCdated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxx Xxxxxxx Ropes & Xxxxxx Gxxx LLP, counsel for Argentia Private Investments, Inc. and an internal counsel for Public Sector Pension Investment Board, sole parent of Argentia Private Investments Inc.the Underwriters, dated the Closing Date, each in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx LLPWxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, counsel for Mill Road Capital II, L.P.the Selling Stockholders, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. With respect to Sections 6(c) and 6(d) above, Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation and Ropes & Gxxx LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(e) above, Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation may rely upon an opinion or opinions of counsel for any Selling Stockholders and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of each Selling Stockholder contained herein and in the Custody Agreement and Power of Attorney of such Selling Stockholder and in other documents and instruments; provided that (A) each such counsel for the Selling Stockholders is satisfactory to counsel to the Underwriters, (B) a copy of each opinion so relied upon is delivered to the Underwriters and is in form and substance satisfactory to the Underwriters’ counsel, (C) copies of such Custody Agreements and Powers of Attorney and of any such other documents and instruments shall be delivered to the Underwriters and shall be in form and substance satisfactory to the Underwriters’ counsel and (D) Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation shall state in their opinion that they are justified in relying on each such other opinion. The opinions of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation and Ropes & Gxxx LLP described in Sections 6(c) and 6(d) above (and any opinions of counsel for any Selling Stockholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Company or one or more of the Selling Stockholders, as the case may be, and shall so state therein. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of White & Case LLP, counsel for the Underwriters, dated the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters underwriters with respect to the financial statements and certain financial information included or incorporated by reference contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off cut‑off date” not earlier than the date hereof. (hg) The “lock-up” lock‑up agreements, each substantially in the form of Exhibit A hereto, between you among the Representatives and the Selling Stockholders, certain other stockholders, officers and directors of the Company Company, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you the Representatives on or before the date hereofhereof (the “Lock-Up Agreements”), shall be in full force and effect on the Closing Date. (ih) The Underwriters shall have received from each Selling Stockholder a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8received, as appropriate, together with all required attachments to such form. (j) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (k) On on each of the Closing Date date hereof and each Option the Closing Date, the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such date, to the effect that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2 of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such date; and (ii) such Selling Stockholder has in all material respects complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date. (l) The Underwriters shall have received on the date hereof a certificate of Xxxxx Xxxxxxxx, the Company’s Vice President and Controller, dated the date chief financial officer of the ProspectusCompany certifying as to the accuracy of certain financial information included in the Registration Statement, stating that certain information in the Time of Sale Prospectus and the Prospectus is correct as of the date stated therein. (m) On or before each of the Closing Date and each Option Closing DateProspectus, the Underwriters and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (ni) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered by the Company on the Closing Date pursuant to Section 6(b)(i) hereof remains true and correct as of such Option Closing Date; (ii) a certificate, dated the Option Closing Date and signed by each Selling Stockholder, confirming that the certificate delivered by the Selling Stockholder on the Closing Date pursuant to Section 6(b)(ii) hereof remains true and correct as of such Option Closing Date; (iii) an opinion of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof; (iv) an opinion of Ropes & Gxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (v) an opinion of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, counsel for the Selling Stockholders, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (vi) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from KPMG LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (vii) a certificate dated the Option Closing Date and signed by the chief financial officer of the Company certifying as to the accuracy of certain financial information included in the Registration Statement, the Time of Sale Prospectus and the Prospectus as of such Option Closing Date; and (viii) such other documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance sale of such Additional Shares. (o) If any condition specified in Section 6 hereto is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholders at any time on or prior to the Closing Date and, with respect to the Additional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 8 and Section 10 shall at all times be effective and shall survive such termination.