Common use of Joint and Several Obligations of Pledgors Clause in Contracts

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANY, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors (other than the SN Note Obligors with respect to the Note Obligations) is accepting joint and several liability hereunder in consideration of the financial accommodation accommodations to be provided by the Lenders under the Credit Agreement and the Senior Secured PartiesNotes, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors (other than the SN Note Obligors with respect to the Note Obligations) to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors (other than the SN Note Obligors with respect to the Note Obligations) jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors (other than the SN Note Obligors with respect to the Note Obligations) with respect to the payment and performance of all of the Secured Obligations (other than the SN Note Obligators with respect to the Note Obligations) arising under this Pledge Agreement, Agreement and the other Loan Documents and any other documents relating to the Secured ObligationsCredit Documents, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors (other than the SN Note Obligors with respect to the Note Obligations) without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the Loan Documents or in any other documents relating Secured Credit Documents, to the Secured Obligations, extent the obligations of each Guarantor under the Credit Agreementa Pledgor shall be adjudicated to be invalid or unenforceable for any reason (including, the other Loan Documents and the documents without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the Secured Obligations obligations of such Pledgor hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under Section 548 of applicable law (whether federal or state and including, without limitation, the U.S. Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANY, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INCCode)., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesCreditors, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Senior Secured Obligations arising under this Pledge Agreement, the other Loan Financing Documents and any other documents relating to the Senior Secured Obligations, it being the intention of the parties hereto that all the Senior Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Financing Documents or in any other documents relating to the Senior Secured Obligations, the obligations of each Guarantor under the Credit Intercreditor Agreement, the other Loan Financing Documents and the documents relating to the Senior Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code Debtor Relief Laws or any comparable provisions of any applicable state law. [Signature Pages Follow] CHAR1\1042960v9 Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYRUBY TUESDAY, INC., a Delaware Georgia corporation By:/s/ Xxxxxxxxxx X. Xxxxx Name:Xxxxxxxxxx X. Xxxxx Title: Senior Vice President RTBD, INC. By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Colorado corporation RT FINANCE, INC. By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Xxxxx Title: Vice President a Colorado corporation RUBY TUESDAY GC CARDS, INC. By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Xxxxx Title: Vice President a Colorado corporation RT TAMPA FRANCHISE, LP By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Xxxxx Title: Vice President a Colorado corporation RT ORLANDO FRANCHISE, LP By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Xxxxx Title: Vice President a Wisconsin corporation XXXX0\0000000x0 XX XXXXX XXXXXXX FRANCHISE, LP By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Xxxxx Title: Vice President a Minnesota corporation RT NEW YORK FRANCHISE, LLC By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Vice President a Virginia corporation RT SOUTHWEST FRANCHISE, LLC By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Xxxxx Title: Vice President a Maryland corporation RT MICHIANA FRANCHISE, LLC By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Vice President a Maryland corporation RT FRANCHISE ACQUISITION, LLC By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Vice President a Delaware corporation RT KENTUCKY RESTAURANT HOLDINGS, LLC By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxx :Xxxxxxxxxx X. Xxxxxxx Xxxxx Title: Vice President as Administrative Agent RT FLORIDA EQUITY, LLC By: /s/ Xxxx Xxxxxxxxxx X. Xxxxxxx Xxxxx Name:Xxxxxxxxxx X. Xxxxx Title: Xxxx Vice President CHAR1\1042960v9 RTGC, LLC By: /s/ Xxxxxxxxxx X. Xxxxxxx Xxxxx Name:Xxxxxxxxxx X. Xxxxx Title: Vice President RT WEST PALM BEACH FRANCHISE, LP By: /s/ Xxxxxxxxxx X. Xxxxx Name:Xxxxxxxxxx X. Xxxxx Title: Vice President RT MICHIGAN FRANCHISE, LLC By: /s/ Xxxxxxxxxx X. Xxxxx Name:Xxxxxxxxxx X. Xxxxx Title: Vice President RT DETROIT FRANCHISE, LLC By: /s/ Xxxxxxxxxx X. Xxxxx Name:Xxxxxxxxxx X. Xxxxx Title: Vice President RUBY TUESDAY, LLC By: /s/ Xxxxxxxxxx X. Xxxxx Name:Xxxxxxxxxx X. Xxxxx Title: Vice President CHAR1\1042960v9 Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Collateral Agent Title: Assistant Vice President PLEDGEES: TNSCCHAR1\1042960v9 CHAR1\1042960v9 FOR VALUE RECEIVED, INC.the undersigned hereby sells, assigns and transfers to the following shares of capital stock of ____________________, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware ____________ corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Domestic Pledge Agreement, the other Loan Note Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Note Documents or in any other documents relating to the Secured Obligations, the obligations of each Subsidiary Guarantor under the Credit AgreementSubsidiary Guaranty, the other Loan Note Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Domestic Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYGFI GROUP INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President GFI GROUP LLC, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland New York limited liability company By: Noodles & CompanyName: Title: GFINET INC., a Delaware corporation, its Class A Member corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President GFI BROKERS LLC, a Maryland Delaware limited liability company By: Noodles & CompanyName: Title: INTERACTIVE VENTURES LLC, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyName: Title: FENICS SOFTWARE INC., a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President AMEREX BROKERS, LLC., a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSCName: Title: Accepted and agreed to as of the date first above written. By: Name: Title: FOR VALUE RECEIVED, Inc.the undersigned hereby sells, assigns and transfers to the following shares of capital stock of , a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesLender under the Financing Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Pledgor Obligations arising under this Pledge Agreement, Agreement and the other Loan Documents and any other documents relating to the Secured ObligationsDocuments, it being the intention of the parties hereto that all the Secured Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the Loan Documents Documents, to the extent the obligations of a Pledgor shall be adjudicated to be invalid or in unenforceable for any other documents reason (including, without limitation, because of any applicable state or federal law relating to the Secured Obligations, fraudulent conveyances or transfers) then the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations Pledgor hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under Section 548 of applicable law (whether federal or state and including, without limitation, the Bankruptcy Code or any comparable provisions of any applicable state lawCode). Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYCROWN CRAFTS, a Delaware corporation INC. By: /s/ Xxxx X. E. Xxxxxxx Name: Xxxx X. Xxxxxxxx --------------------------------- E. Xxxxxxx Title: Executive Vice Xxxxxxxx President a Colorado corporation and CEO CROWN CRAFTS INFANT PRODUCTS, INC. By: /s/ Xxxx X. E. Xxxxxxx Name: Xxxx X. Xxxxxxxx --------------------------------- E. Xxxxxxx Title: Xxxxxxxx Vice President a Colorado corporation XXXXXXXXX WEAVERS, INC. By: /s/ Xxxx X. E. Xxxxxxx Name: Xxxx X. Xxxxxxxx --------------------------------- E. Xxxxxxx Title: Xxxxxxxx Vice President a Colorado corporation HAMCO, INC. By: /s/ Xxxx X. E. Xxxxxxx Name: Xxxx X. Xxxxxxxx ---------------------------------- E. Xxxxxxx Title: Vice Xxxxxxxx President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and CEO Accepted and agreed to as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INCof the date first above written., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Credit Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Credit Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Credit Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYACCREDO HEALTH, INCORPORATED, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx :_____________________________________ Name: Xxxx X. Xxxxxxx Thomas W. Bell, Jr. Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCSOUTHERN HEALTH SYSTEMS, INC., a Colorado Tennessee corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President NOVA FACTOR, INC., a Colorado Tennessee corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President HEMOPHILIA HEALTH SERVICES, INC., a Colorado Tennessee corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President PHARMACARE RESOURCES INC., a Colorado New York corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President SUNRISE HEALTH MANAGEMENT, INC., a Wisconsin Georgia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President BIO PARTNERS IN CARE, INC., a Minnesota Missouri corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyGENTIVA HEALTH SERVICES (QUANTUM) CORP., a Delaware corporationcorporation GENTIVA HEALTH SERVICES (INFUSION), its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyINC., a Delaware corporationcorporation GENTIVA HEALTH RESOURCES, its Class A Member INC. (NEW YORK), a New York corporation By: /s/ Xxxx X. Xxxxxxx :_____________________________________ Name: Xxxx X. Xxxxxxx Thomas W. Bell, Jr. Title: Executive Vice President a Maryland limited liability company Secretary of each of the foregoing Pledgors [Signature pages continue] Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Collateral Agent By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx :________________________ Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSCSCHEDULES Schedule 2(a) Pledged Stock Schedule 4(a) Form of Stock Power Schedule 2(a) Pledged Stock Class of Number of Certificate Percentage of Pledgor Issuer Capital Stock Shares Number Capital Stock Accredo Health, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSCIncorporated Southern Health Systems, Inc. The Noodle Shop, Co. — ColoradoCommon 10,000,000 3 100% Southern Health Systems, Inc. Nova Factor, Inc. Common 100 1 100% Accredo Health, Incoporated Hemophilia Health Services, Inc. Common 100 4 100% Accredo Health, Incoporated Pharmacare Resources Inc. Common 20 4 100% Hemophilia Health Services, Inc. Sunrise Health Management, Inc. Common 954,777 28 100% Accredo Health, Incoporated Bio Partners In Care, Inc. Common 999,997 8 100% Accredo Health, Incoporated Gentiva Health Services (Quantum) Corp. Common 1,000 5 100% Accredo Health, Incoporated Gentiva Health Services (Infusion), Inc. Common 1,000 5 100% Gentiva Health Services (Quantum) Corp. Gentiva Health Resources, Inc. (New York) Common 100 2 100% Noodles & Company TNSCSchedule 4(a) Irrevocable Stock Power FOR VALUE RECEIVED, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shopthe undersigned hereby sells, Co. — Illinoisassigns and transfers to the following shares of capital stock of ____________________[ISSUER], Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%a ____________ corporation:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & Ardent Health Partners, LLC AHP Health Partners, Inc. Ardent Legacy Holdings, LLC AHS Legacy Operations LLC LHP Hospital Group, Inc. AHS Newco 17, LLC AHS Newco 18, LLC AHS Oklahoma, Inc. AHS Hillcrest Healthcare System, LLC AHS Management Company, Inc. AHS East Texas Health System, LLC BSA Health System of Amarillo, LLC AHS New Mexico Holdings, Inc. AHS Kansas Health System, Inc. AHS Albuquerque Holdings, LLC AHS Oklahoma Heart, LLC AHS Xxxxxxx Hospital, LLC AHS Oklahoma Orthopedic ACE, LLC AHS Henryetta Hospital, LLC AHS Management Services of Oklahoma, LLC AHS Pryor Hospital, LLC BSA Health System Management, LLC BSA Health System Holdings, LLC BSA Physicians Group, Inc. BSA Xxxxxxxxxx Physicians, Inc. BSA Amarillo Diagnostic Clinic, Inc. LHP Operations Co., LLC LHP Management Services, LLC LHP Texas Physicians, LLC LHP Montclair LLC LHP Pascack Valley, LLC LHP Pocatello, LLC LHP HH/Killeen, LLC LHP Bay County, LLC LHP IT Services, LLC LHP Texas MD Services, Inc. Athens Hospital, LLC Carthage Hospital, LLC Xxxxxxxxx Hospital, LLC Jacksonville Hospital, LLC Pittsburg Hospital, LLC By: ARDENT LEGACY HOLDINGS, LLC PITTSBURG HOSPITAL, LLC AHS LEGACY OPERATIONS LLC QUITMAN HOSPITAL, LLC LHP HOSPITAL GROUP, INC. TYLER REGIONAL HOSPITAL, LLC AHS NEWCO 17, LLC REHABILITATION HOSPITAL, LLC AHS NEWCO 18, LLC SPECIALTY HOSPITAL, LLC AHS OKLAHOMA, INC. AHS OKLAHOMA ORTHOPEDIC ACE, LLC AHS HILLCREST HEALTHCARE SYSTEM, LLC AHS HENRYETTA HOSPITAL, LLC AHS MANAGEMENT COMPANY, a Delaware corporation INC. AHS MANAGEMENT SERVICES OF OKLAHOMA, LLC BSA HEALTH SYSTEM OF AMARILLO, LLC AHS XXXXX HOSPITAL, LLC AHS NEW MEXICO HOLDINGS, INC. BSA HEALTH SYSTEM MANAGEMENT, LLC AHS KANSAS HEALTH SYSTEM, INC. BSA HEALTH SYSTEM HOLDINGS, LLC AHS ALBUQUERQUE HOLDINGS, LLC BSA PHYSICIANS GROUP, INC. LHS SERVICES, INC. BSA XXXXXXXXXX PHYSICIANS, INC. AHS OKLAHOMA HEART, LLC BSA AMARILLO DIAGNOSTIC CLINIC, INC. AHS XXXXXXX HOSPITAL, LLC LHP OPERATIONS CO., LLC LHP TEXAS MD SERVICES, INC. LHP MANAGEMENT SERVICES, LLC ATHENS HOSPITAL, LLC LHP TEXAS PHYSICIANS, LLC CARTHAGE HOSPITAL, LLC LHP MONTCLAIR LLC XXXXXXXXX HOSPITAL, LLC LHP PASCACK VALLEY, LLC JACKSONVILLE HOSPITAL, LLC LHP POCATELLO, LLC LHP HH/KILLEEN, LLC LHP BAY COUNTY, LLC LHP IT SERVICES, LLC EAST TEXAS HOLDINGS, LLC ETMC PHYSICIAN GROUP, INC. EAST TEXAS AIR ONE, LLC EAST TEXAS HOME HEALTH SERVICES, LLC, By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyAccepted and agreed to as of the date first above written. BARCLAYS BANK PLC, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC.the following shares of capital stock of , a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesParties under the Financing Documents, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Pledgor Obligations arising under this Pledge Agreement, the other Loan Financing Documents and any other documents relating to the Secured ObligationsHedging Agreements between any Pledgor and any Lender, or any Affiliate of a Lender, it being the intention of the parties hereto that all the Secured Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Financing Documents or in any other documents relating to the Secured ObligationsHedging Agreement between any Pledgor and any Lender, or any Affiliate of a Lender, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations Pledgor shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: NOODLES & COMPANY, a Delaware corporation LINCARE HOLDINGS INC. By: /s/ Xxxx X. Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Colorado corporation Chief Financial Officer/Secretary GUARANTORS: LINCARE INC. LINCARE PROCUREMENT INC. LINCARE ASSET MANAGEMENT LP By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyLincare Holdings Inc., a Delaware corporation, its Class A Member general partner LINCARE OF NEW YORK INC. LINCARE PHARMACY SERVICES INC. LINCARE LICENSING INC. CONVACARE SERVICES INC. LINCARE TRAVEL INC. By: /s/ Xxxx X. Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyChief Financial Officer/Secretary Accepted and agreed to as of the date first above written. BANK OF AMERICA, a Delaware corporationN.A., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Collateral Agent By: /s/ Xxxx Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Principal Lincare Inc. The Noodle Shop, Co. — Colorado, 500 5 100 % Lincare Procurement Inc. 1,000 1 100 % Lincare Travel Inc. 1,000 1 100 % Convacare Services Inc. 1,280,500 128 100 % Lincare of New York Inc. 100 1 100 % Lincare Pharmacy Services Inc. 1,000 2 100100 % Noodles & Company TNSC, Lincare Licensing Inc. 1,000 1 1002 100 % Noodles & Company Noodles & Company Services Corp. 1,000 1 100Lincare Asset Management LP 1% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100General Pledgor: LINCARE INC. 99% Noodles & Company The Noodle ShopGeneral Lincare Asset Management LP FOR VALUE RECEIVED, Co. — Illinoisthe undersigned hereby sells, Inc. 1,000 1 100% TNSCassigns and transfers to the following shares of capital stock of , Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%a corporation:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesLenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Credit Documents and any the other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Credit Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Credit Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSAPRIA HEALTHCARE GROUP INC., By: NOODLES & COMPANYName: Title: APRIA HEALTHCARE INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyAPRIA NUMBER TWO INC., a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent APRIACARE MANAGEMENT SYSTEMS INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCAPRIA HEALTHCARE OF NEW YORK STATE, INC., a Colorado New York corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President XXXXXXX HOMECARE, INC., a Colorado Tennesse corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President BIOMEDICAL HOME CARE, INC., a Colorado North Carolina corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President LIFEPLUS, INC., a Colorado Massachusetts corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Pledgor Issuer Number of Shares Certificate Number Percentage Ownership Apria Healthcare Group Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSCApria Healthcare, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 Apria Healthcare, Inc. ApriaCare Management Systems, Inc. 100 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 Apria Healthcare, Inc. Apria Healthcare of New York State, Inc. 300 1 100% Noodles & Company The Noodle ShopApria Healthcare Group, Co. — IllinoisInc. Apria Number Two, Inc. 100 2 100% Apria Healthcare, Inc. Xxxxxxx Homecare, Inc. 1,000 1 14 100% TNSCApria Healthcare, Inc. The Noodle ShopBiomedical Home Care, Co. — Kansas, LLC N/A N/A Inc. 68,000 20 100% Noodles & Company The Noodle Shop, Co. — MarylandApria Healthcare, Inc. 1,000 1 Lifeplus, Inc. 133 13 100% Noodles & Company FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of _____________________, a ____________ corporation: and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The Noodle Shopagent and attorney-in-fact may substitute and appoint one or more persons to act for him. The effectiveness of a transfer pursuant to this stock power shall be subject to any and all transfer restrictions referenced on the face of the certificates evidencing such interest or in the certificate of incorporation or bylaws of the subject corporation, Co. — College Parkto the extent they may from time to time exist. By: Name: Title: Bank of America, LLC N/A N/A 75% Noodles & Company N.A., as Agent for the Lenders 0000 Xxxxxx Xx XX0-000-00-00 Xxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxxxx XxXxxx Ladies and Gentlemen: The Noodle Shopundersigned, Co. — Xxxxxxxxxx CountyApria Healthcare Group Inc. (the “Borrower”), Maryland 100 1 100%refers to the Fourth Amended and Restated Credit Agreement dated as of November 23, 2004 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”), among the Borrower, the Guarantors, the Lenders and Bank of America, N.A., as Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives notice pursuant to Section 2.1 of the Credit Agreement that it requests a Revolving Loan advance under the Credit Agreement, and in connection therewith sets forth below the terms on which such Loan advance is requested to be made: (A) Date of Borrowing (which is Business Day) _______________________ (B) Principal Amount of Borrowing _______________________ (C) Interest rate basis _______________________ (D) Interest Period and the last day thereof _______________________ In accordance with the requirements of Section 5.2, the Borrower hereby reaffirms the representations and warranties set forth in the Credit Agreement as provided in clause (b) of such Section, and confirms that the matters referenced in clauses (c), (d), (e) and (f) of such Section, are true and correct. By: Name: Title: $____________ November [ ], 2004 FOR VALUE RECEIVED, APRIA HEALTHCARE GROUP INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of __________________________, its successors and assigns (the “Lender”), at the times set forth in the Fourth Amended and Restated Credit Agreement dated as of the date hereof among the Borrower, the Guarantors, the Lenders and the Agent (as it may be as amended, modified, restated or supplemented from time to time, the “Credit Agreement”; all capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement), but in no event later than the Maturity Date, in Dollars and in immediately available funds, the principal amount of ________________________DOLLARS ($____________) or, if less than such principal amount, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates selected in accordance with Section 2.1(d) of the Credit Agreement. Upon the occurrence and during the continuance of an Event of Default, the balance outstanding hereunder shall bear interest as provided in Section 3.1 of the Credit Agreement. Further, in the event the payment of all sums due hereunder is accelerated under the terms of the Credit Agreement, this Note, and all other indebtedness of the Borrower to the Lender shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys’ fees. This Note and the Loans evidenced hereby may be transferred in whole or in part only by registration of such transfer on the Register maintained by or on behalf of the Borrower as provided in Section 11.3(c) of the Credit Agreement.

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYiPAYMENT, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President iPAYMENT HOLDINGS, INC., a Colorado Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President iPAYMENT OF CALIFORNIA, LLC, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Tennessee limited liability company CARDPAYMENT SOLUTIONS, L.L.C., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Delaware limited liability company iPAYMENT ACQUISITION SUB LLC, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Delaware limited liability company TS ACQUISITION SUB, LLC, a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Delaware limited liability company PCS ACQUISITION SUB, LLC, a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Delaware limited liability company NPMG ACQUISITION SUB, LLC, a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Delaware limited liability company IFUNDS CASH SOLUTIONS, LLC, a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary Nevada limited liability company MSC ACQUISITION SUB, LLC, a Maryland Delaware limited liability company CAMBRIDGE ACQUISITION SUB, LLC, a Delaware limited liability company ISCAN SOLUTIONS, LLC, a Delaware limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCiPAYMENT, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A as sole Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each Subject to subsection (c) of this Section 24, each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each Subject to subsection (c) of this Section 24, each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYAMEDISYS, INC., a Delaware corporation By: /s/ Xxxx Xxxxxx X. Xxxxxxx XxXxxxx Name: Xxxx Xxxxxx X. Xxxxxxx XxXxxxx Title: Executive Vice President Chairman and Chief Financial Officer AMEDISYS HOLDING, L.L.C., a Colorado corporation Louisiana limited liability company By: /s/ Xxxx Xxxxxx X. Xxxxxxx XxXxxxx Name: Xxxx Xxxxxx X. Xxxxxxx XxXxxxx Title: Vice Vice-President and Treasurer ACCUMED HEALTH SERVICES, L.L.C., a Texas limited liability company ACCUMED HOLDING, L.L.C., a Delaware limited liability company ACCUMED HOME HEALTH OF GEORGIA, L.L.C., a Georgia limited liability company ACCUMED HOME HEALTH OF NORTH TEXAS, L.L.C., a Texas limited liability company ADVENTA HOSPICE SERVICES OF FLORIDA, INC., a Florida corporation ADVENTA HOSPICE, L.L.C., a Florida limited liability company XXXXXX XXXXXXXX HOME CARE AND HOSPICE SERVICES, LLC, a Delaware limited liability company AMEDISYS AIR, L.L.C., a Louisiana limited liability company AMEDISYS ALABAMA, L.L.C., an Alabama limited liability company AMEDISYS ALASKA, LLC, an Alaska limited liability company AMEDISYS ARIZONA, L.L.C., an Arizona limited liability company AMEDISYS ARKANSAS, LLC, an Arkansas limited liability company AMEDISYS BA, LLC, a Delaware limited liability company AMEDISYS CALIFORNIA, L.L.C., a California limited liability company AMEDISYS COLORADO, L.L.C., a Colorado limited liability company AMEDISYS CONNECTICUT, L.L.C., a Connecticut limited liability company AMEDISYS DELAWARE, L.L.C., a Delaware limited liability company AMEDISYS FLORIDA, L.L.C., a Florida limited liability company AMEDISYS GEORGIA, L.L.C., a Georgia limited liability company AMEDISYS HEALTH CARE WEST, L.L.C., a Delaware limited liability company AMEDISYS HOME HEALTH, INC. OF ALABAMA, an Alabama corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President AMEDISYS HOME HEALTH, INC. OF SOUTH CAROLINA, a Colorado South Carolina corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President AMEDISYS HOME HEALTH, INC. OF VIRGINIA, a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President AMEDISYS HOSPICE, L.L.C., a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary Louisiana limited liability company AMEDISYS IDAHO, L.L.C., an Idaho limited liability company AMEDISYS ILLINOIS, L.L.C., an Illinois limited liability company AMEDISYS INDIANA, L.L.C., an Indiana limited liability company AMEDISYS IOWA, L.L.C., an Iowa limited liability company AMEDISYS KANSAS, L.L.C., a Kansas limited liability company AMEDISYS LA ACQUISITIONS, L.L.C., a Louisiana limited liability company AMEDISYS LOUISIANA, L.L.C., a Louisiana limited liability company AMEDISYS MAINE, P.L.L.C., a Maine professional limited liability company AMEDISYS MARYLAND, L.L.C., a Maryland limited liability company By: Noodles & CompanyAMEDISYS MASSACHUSETTS, L.L.C., a Massachusetts limited liability company AMEDISYS MICHIGAN, L.L.C., a Michigan limited liability company AMEDISYS MINNESOTA, L.L.C., a Minnesota limited liability company AMEDISYS MISSISSIPPI, L.L.C., a Mississippi limited liability company AMEDISYS MISSOURI, L.L.C., a Missouri limited liability company\ AMEDISYS NEBRASKA, L.L.C., a Nebraska limited liability company AMEDISYS NEVADA, L.L.C., a Nevada limited liability company AMEDISYS NEW HAMPSHIRE, L.L.C., a New Hampshire limited liability company AMEDISYS NEW JERSEY, L.L.C., a New Jersey limited liability company AMEDISYS NEW MEXICO, L.L.C., a New Mexico limited liability company AMEDISYS NORTH CAROLINA, L.L.C., a North Carolina limited liability company AMEDISYS NORTH DAKOTA, L.L.C., a North Dakota limited liability company AMEDISYS NORTHWEST, L.L.C., a Georgia limited liability company AMEDISYS OHIO, L.L.C., an Ohio limited liability company AMEDISYS OKLAHOMA, L.L.C., an Oklahoma limited liability company AMEDISYS OREGON, L.L.C., an Oregon limited liability company AMEDISYS PENNSYLVANIA, L.L.C., a Pennsylvania limited liability company AMEDISYS PROPERTY, L.L.C., a Louisiana limited liability company AMEDISYS QUALITY OKLAHOMA, L.L.C., an Oklahoma limited liability company AMEDISYS RHODE ISLAND, L.L.C., a Rhode Island limited liability company AMEDISYS SC, L.L.C., a South Carolina limited liability company AMEDISYS SOUTH DAKOTA, L.L.C., a South Dakota limited liability company AMEDISYS SOUTH FLORIDA, L.L.C., a Florida limited liability company AMEDISYS SPECIALIZED MEDICAL SERVICES, L.L.C., a Louisiana limited liability company AMEDISYS SP-IN, L.L.C., an Indiana limited liability company AMEDISYS SP-KY, L.L.C., a Kentucky limited liability company AMEDISYS SP-OH, L.L.C., an Ohio limited liability company AMEDISYS SP-TN, L.L.C., a Tennessee limited liability company AMEDISYS TENNESSEE, L.L.C., a Tennessee limited liability company AMEDISYS TEXAS, L.L.C., a Texas limited liability company AMEDISYS TLC ACQUISITION, L.L.C., a Louisiana limited liability company AMEDISYS UTAH, L.L.C., a Utah limited liability company AMEDISYS VENTURES, L.L.C., a Delaware corporationlimited liability company AMEDISYS VIRGINIA, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President L.L.C., a Maryland Virginia limited liability company AMEDISYS WASHINGTON, L.L.C., a Washington limited liability company AMEDISYS WEST VIRGINIA, L.L.C., a West Virginia limited liability company AMEDISYS WESTERN, L.L.C., a Delaware limited liability company AMEDISYS WISCONSIN, L.L.C., a Wisconsin limited liability company ANMC VENTURES, L.L.C., a Louisiana limited liability company AVENIR VENTURES, L.L.C., a Louisiana limited liability company BEACON HOSPICE, L.L.C., a Delaware limited liability company BROOKSIDE HOME HEALTH, LLC, a Virginia limited liability company CH HOLDINGS, LLC, a Louisiana limited liability company COMPREHENSIVE HOME HEALTHCARE SERVICES, L.L.C., a Tennessee limited liability company EMERALD CARE, L.L.C., a North Carolina limited liability company FAMILY HOME HEALTH CARE, L.L.C., a Kentucky limited liability company GREATER MOBILE HOME HEALTH, LLC, a Delaware limited liability company HHC, L.L.C., a Tennessee limited liability company HMR ACQUISITION, Inc., a Delaware corporation HOME HEALTH OF ALEXANDRIA, L.L.C., a Louisiana limited liability company HOME HOSPITALISTS OF AMERICA, LLC, a Delaware limited liability company HORIZONS HOSPICE CARE, L.L.C., an Alabama limited liability company HOUSECALL HOME HEALTH, L.L.C., a Tennessee limited liability company HOUSECALL MEDICAL RESOURCES, L.L.C., a Delaware limited liability company HOUSECALL MEDICAL SERVICES, L.L.C., a Tennessee limited liability company HOUSECALL SUPPORTIVE SERVICES, L.L.C., a Florida limited liability company HOUSECALL, L.L.C., a Tennessee limited liability company M.M. ACCUMED VENTURES, L.L.C., a Texas limited liability company MC VENTURES, LLC, a Mississippi limited liability company NINE PALMS 1, L.L.C., a Virginia limited liability company TENDER LOVING CARE HEALTH CARE SERVICES INTERNATIONAL, LLC, a Delaware limited liability company TENDER LOVING CARE HEALTH CARE SERVICES MIDWEST, LLC, a Delaware limited liability company TENDER LOVING CARE HEALTH CARE SERVICES OF BROWARD, LLC, a Delaware limited liability company TENDER LOVING CARE HEALTH CARE SERVICES OF ERIE NIAGARA, LLC, a New York limited liability company TENDER LOVING CARE HEALTH CARE SERVICES OF GEORGIA, LLC, a Delaware limited liability company TENDER LOVING HEALTH CARE SERVICES OF LONG ISLAND, LLC, a New York limited liability company TENDER LOVING CARE HEALTH CARE SERVICES OF NASSAU SUFFOLK, LLC, a New York limited liability company TENDER LOVING CARE HEALTH CARE SERVICES OF NEW ENGLAND, LLC, a Delaware limited liability company TENDER LOVING CARE HEALTH CARE SERVICES OF WEST VIRGINIA, LLC, a Delaware limited liability company TENDER LOVING CARE HEALTH CARE SERVICES SOUTHEAST, LLC, a Delaware limited liability company TENDER LOVING CARE HEALTH CARE SERVICES WESTERN, LLC, a Delaware limited liability company TLC HOLDINGS I, L.L.C., a Delaware limited liability company TLC HEALTH CARE SERVICES, L.L.C., a Delaware limited liability company By: Noodles & Company/s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Vice-President NINE PALMS 2, LLP, a Delaware corporationMississippi limited liability partnership By: MC Ventures, LLC its Class A Member general partner By: /s/ Xxxx Xxxxxx X. Xxxxxxx XxXxxxx Name: Xxxx Xxxxxx X. Xxxxxxx XxXxxxx Title: Executive Vice Vice-President a Maryland limited liability company By: Noodles & CompanyAccepted and agreed to as of the date first above written. BANK OF AMERICA, a Delaware corporationN.A., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxxxxx Xxxx X. Xxxxxxx Name: Xxxxxxx Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCFOR VALUE RECEIVED, INC.the undersigned hereby sells, assigns and transfers to the following shares of capital stock of , a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. [Signature Pages Follow] Each of the parties hereto has caused a counterpart of this Amended and Restated Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYSCHOOL SPECIALTY, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President INC., a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Xxxxxxxxxx Name: Xxxx X. Xxxxxxx Xxxxxxxxxx Title: Vice President Chief Financial Officer CHILDCRAFT EDUCATION CORP., a Minnesota New York corporation XXXXXXXXXXXXXXX.XXX, LLC, a Delaware limited liability company BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation SPORTIME, LLC, a Delaware limited liability company GLOBAL VIDEO, LLC, a Wisconsin limited liability company PREMIER AGENDAS, INC., a Washington corporation XXXX SCIENTIFIC, INC., a Delaware corporation AMALGAMATED WIDGETS, INC., a Wisconsin corporation SAX ARTS & CRAFTS, INC., a Delaware corporation CALIFONE INTERNATIONAL, INC., a Delaware corporation DELTA EDUCATION, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Xxxxxxxxxx Name: Xxxx X. Xxxxxxx Xxxxxxxxxx Title: President an Illinois corporation Treasurer Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxx X. Xxxxxxx Anthea Del Xxxxxx Name: Xxxx X. Xxxxxxx Anthea Del Xxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSCSchool Specialty, Inc. The Noodle ShopXxxxxxxxxXxxxxx.xxx, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 LLC (f/k/a Re-Print LLC) 1 1 100% Noodles & Company Noodles & Company Services School Specialty, Inc. Childcraft Education Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 School Specialty, Inc. Sportime, LLC N/A 5 100% School Specialty, Inc. Global Video, LLC 100 1 100% Noodles & Company The Noodle Shop, Co. — IllinoisSchool Specialty, Inc. 1,000 New School, Inc. 100 1 100% TNSCSchool Specialty, Inc. The Noodle ShopXxxx Scientific, Co. — KansasInc. 100 1 100% School Specialty, Inc. Premier Agendas, Inc. 11,200 52 100% School Specialty, Inc. Premier School Agendas, Ltd. 65 11AC 65% School Specialty, Inc. Amalgamated Widgets, Inc. 100 1 100% School Specialty, Inc. Sax Arts & Crafts, Inc. (f/k/a SS Acquisition Subsidiary) 100 1 100% School Specialty, Inc. Delta Education, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — MarylandSchool Specialty, Inc. 1,000 1 Califone International, Inc. 100 1A 100% Noodles & Company The Noodle ShopSchool Specialty, Co. — College ParkInc. Select Agendas Corp. 650 1 65% Childcraft Education Corp. Bird-in-Hand Woodworks, LLC N/A N/A 75Inc. 5 2 100% Noodles & Company The Noodle ShopFOR VALUE RECEIVED, Co. — Xxxxxxxxxx Countythe undersigned hereby sells, Maryland 100 1 100%assigns and transfers to the following shares of capital stock or other equity interests of , a :

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesLenders under the 149 132 Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Pledgor Obligations arising under this Pledge Agreement, the other Loan Credit Documents and any other documents relating to the Secured ObligationsHedging Agreements between any Pledgor and any Lender, or any Affiliate of a Lender, it being the intention of the parties hereto that all the Secured Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Credit Documents or in any other documents relating to the Secured ObligationsHedging Agreement between any Pledgor and any Lender, or any Affiliate of a Lender, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations Pledgor shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. 150 133 Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: NOODLES & COMPANYSHERIDAN HEALTHCARE, a Delaware corporation INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation PARENT: VESTAR/SHERIDAN HOLDINGS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation GUARANTORS: _______________________________ By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation _______________________________ By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyAccepted and agreed to as of the date first above written. NATIONSBANK, a Delaware corporationN.A., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC151 134 Exhibit 4(a) to Pledge Agreement dated as of April ___, INC.1999 in favor of NationsBank, N.A. as Agent Irrevocable Stock Power FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of _____________________, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware ____________ corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Financing Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES SCHOOL SPECIALTY, INC., a Wisconsin corporation By: Name: Xxxx X. Xxxxxxxxxx Title: Chief Financial Officer PLEDGORS: CHILDCRAFT EDUCATION CORP., a New York corporation XXXXXXXXXXXXXXX.XXX, LLC, a Delaware limited liability company BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation SPORTIME, LLC, a Delaware limited liability company GLOBAL VIDEO, LLC, a Wisconsin limited liability company PREMIER AGENDAS, INC., a Washington corporation XXXX SCIENTIFIC, INC., a Delaware corporation AMALGAMATED WIDGETS, INC., a Wisconsin corporation SAX ARTS & COMPANYCRAFTS, INC., a Delaware corporation CALIFONE INTERNATIONAL, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Xxxxxxxxxx Title: Executive Vice President a Colorado corporation Treasurer Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxx X. Xxxxxxx Name: Title: 1. Pledgors: c/o School Specialty, Inc. X0000 Xxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxx X. Xxxxxxx TitleXxxxxxxxxx Telephone: Vice President a Colorado corporation By000-000-0000 Facsimile: /s/ Xxxx X. Xxxxxxx Name000-000-0000 2. Collateral Agent: Xxxx X. Xxxxxxx TitleBank of America, N.A., as Collateral Agent 0000 Xxxxxx Xx XX0-000-00-00 Xxx Xxxxxxxxx, XX 00000 Attention: Vice President a Colorado corporation ByAnthea Del Xxxxxx Telephone: /s/ Xxxx X. Xxxxxxx Name000.000.0000 Facsimile: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%415.503.5101

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesLenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Pledgor Obligations arising under this Pledge Agreement, the other Loan Credit Documents and any other documents relating to the Secured ObligationsHedging Agreements, it being the intention of the parties hereto that all the Secured Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the Loan Documents Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or in unenforceable for any other documents reason (including, without limitation, because of any applicable state or federal law relating to the Secured Obligations, fraudulent conveyances or transfers) then the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under Section 548 of applicable law (whether federal or state and including, without limitation, the Bankruptcy Code or any comparable provisions Code). [The remainder of any applicable state law. this page is intentionally left blank.] Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: NOODLES & COMPANYINSIGHT HEALTH SERVICES CORP., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Title: GUARANTORS: INSIGHT HEALTH CORP. By: Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Colorado corporation President, Chief Financial Officer and Secretary RADIOLOGY SERVICES CORP. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Maryland limited liability company President, Chief Financial Officer and Secretary OPEN MRI, INC. By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Maryland limited liability company President, Chief Financial Officer and Secretary MAXUM HEALTH CORP. By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Maryland corporation President, Chief Financial Officer and Secretary [Signatures Continued] RADIOSURGERY CENTERS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Maryland limited liability company President, Chief Financial Officer and Secretary MTS ENTERPRISES, INC. By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Maryland limited liability company President, Chief Financial Officer and Secretary QUEST FINANCIAL SERVICES, INC. By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Maryland corporation President, Chief Financial Officer and Secretary MAXUM HEALTH SERVICES CORP. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Maryland corporation President, Chief Financial Officer and Secretary DIAGNOSTEMPS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Assistant Executive Vice President, Chief Financial Officer and Secretary a Maryland corporation [Signatures Continued] DIAGNOSTIC SOLUTIONS CORP. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Assistant Executive Vice President, Chief Financial Officer and Secretary MAXUM HEALTH SERVICES OF NORTH TEXAS, INC. By: TNSCName: Xxxxxx X. Xxxxx Title: Executive Vice President, Inc.Chief Financial Officer and Secretary MAXUM HEALTH SERVICES OF ARLINGTON, a Colorado corporation, its Member INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Delaware corporation President, Chief Financial Officer and Secretary MAXUM HEALTH SERVICES OF DALLAS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxx Title: President TNSCExecutive Vice President, Inc. The Noodle ShopChief Financial Officer and Secretary NDDC, Co. — ColoradoINC.. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Inc. 1,000 2 100% Noodles & Company TNSCChief Financial Officer and Secretary Accepted and agreed to in Charlotte, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle ShopNorth Carolina as of the date first above written. NATIONSBANK, Co. — IllinoisN.A., Inc. 1,000 1 100% TNSCas Agent By: Name: Title: Schedule 2(a) to Pledge Agreement dated as of October 14, Inc. The Noodle Shop1997 in favor of NationsBank, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%N.A. as Agent PLEDGED STOCK

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYFTI CONSULTING, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President INC., a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Xxxxxx Name: Xxxx X. Xxxxxxx Xxxxxx Title: Assistant Secretary Executive Vice President, General Counsel and Chief Ethics Officer FTI CONSULTING CANADA LLC, a Maryland limited liability company By: Noodles & CompanyFTI INTERNATIONAL LLC, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyFTI TECHNOLOGY LLC, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyFD MWA HOLDINGS INC., a Delaware corporationcorporation FD U.S. COMMUNICATIONS, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President INC., a Maryland New York corporation By: /s/ Xxxx X. Xxxxxxx Xxxxxx Name: Xxxx X. Xxxxxxx Xxxxxx Title: Senior Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSCAccepted and agreed to as of the date first above written. BANK OF AMERICA, Inc.N.A., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSCFTI Consulting, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — KansasCompass Lexecon, LLC N/A N/A 100uncertificated 100 % Noodles & Company The Noodle Shop, Co. — MarylandFTI Consulting, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College ParkFTI, LLC N/A uncertificated 100 % FTI Consulting, Inc. Competition Policy Associates, Inc. 1,000 Class A A-6 100 % FTI Consulting, Inc. Competition Policy Associates, Inc. 1,000 Class B B-6 100 % FTI Consulting, Inc. FTI International LLC 100 1 100 % FTI Consulting, Inc. FTI Investigations, LLC N/A 75uncertificated 100 % Noodles & Company The Noodle ShopFTI Consulting, Co. — Xxxxxxxxxx CountyInc. FTI Cambio, Maryland LLC N/A uncertificated 100 % FTI Consulting, Inc. FTI Consulting Limited 650 3 65 % FTI International LLC FD MWA Holdings, Inc. 4,232,000 3 100 % FTI International LLC FTI Consulting LLC N/A uncertificated 100 % FTI International LLC FCN Holdings CV N/A uncertificated 65 % FTI International LLC FTI Technology LLC1 N/A uncertificated 100 % FTI International LLC FTI General Partner LLC 100 1 100%100 % FTI International LLC FTI Consulting (Hong Kong) Limited 65 2 65 % FD MWA Holdings, Inc. FD US Communications, Inc. 2,562 Class A 1 100 % FTI Technology LLC FTI Hosting LLC N/A uncertificated 100 % FTI Technology LLC FTI Ringtail (Aust) Pty Ltd. 65 5 65 % FCN Holdings CV FTI US LLC N/A uncertificated 100 % FTI Consulting, Inc. Xxxxxx Consulting Limited 728 1081 65 % FTI Technology LLC Attenex Corporation 1,000 C-2 100 % FTI Consulting Canada LLC FTI Consulting Canada ULC 650 C-2 65 % FTI Consulting, Inc. FTI CXO Acquisition LLC N/A uncertificated 100 % FTI Consulting, Inc. FTI Consulting Canada LLC N/A uncertificated 100 % FTI Consulting, Inc. FTI SMG LLC N/A uncertificated 100 % FTI Consulting, Inc. FTI Consulting S.ar.L. 25,000 uncertificated 65 % FD US Communications, Inc. FCN Holdings CV N/A uncertificated 65 % 1 Formerly known as FTI Repository Services, LLC The undersigned hereby: (i) acknowledges receipt of the Pledge Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Pledge Agreement” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement), dated as of September 27, 2010 by and among the parties identified as “Pledgors” thereto (individually a “Pledgor” , and collectively the “Pledgors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations referenced therein; (ii) agrees promptly to note on its books the security interests granted to the Administrative Agent and confirmed under the Pledge Agreement; (iii) agrees that it will comply with instructions of the Administrative Agent with respect to the applicable Pledged Shares without further consent by the applicable Pledgor; (iv) agrees to notify the Administrative Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Shares that is adverse to the interest of the Administrative Agent therein; (v) waives any right or requirement at any time hereafter to receive a copy of the Pledge Agreement in connection with the registration of any Pledged Shares thereunder in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee; (vi) agrees that upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph 10(e)(i) of the Pledge Agreement shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights; and (vii) agrees that upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to receive the dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph 10(f)(i) of the Pledge Agreement shall cease and all such rights shall thereupon be vested in the Administrative Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments.

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYSouthwest Medical Associates, a Delaware corporation LLC Xxxxxxxx Health System, Inc. AHS Claremore Regional Hospital, LLC AHS Oklahoma Physician Group, LLC AHS Hillcrest Medical Center, LLC Xxxxxx Medical Center, LLC AHS Southcrest Hospital, LLC AHS Tulsa Holdings, LLC RV Properties, LLC BSA Hospital, LLC LHS Services, Inc. AHS New Mexico Holdings, Inc. AHS Hillcrest Healthcare System, LLC BSA Health System of Amarillo, LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx ] Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company] Accepted and agreed to as of the date first above written. BARCLAYS BANK PLC, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC.the following shares of capital stock of , a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYiPAYMENT, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Title: iPAYMENT HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Title: CAMBRIDGE ACQUISITION SUB, LLC iFUNDS CASH SOLUTIONS, LLC iPAYMENT ACQUISITION SUB LLC iSCAN SOLUTIONS, LLC MSC ACQUISITION SUB, LLC PCS ACQUISITION SUB, LLC By: iPayment, Inc., as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Yazian Title: Executive Vice President, General Counsel and Secretary 1ST NATIONAL PROCESSING, INC. CARDPAYMENT SOLUTIONS, L.L.C. CARDSYNC PROCESSING, INC. E-COMMERCE EXCHANGE, INC. iPAYMENT OF CALIFORNIA, LLC iPAYMENT OF MAINE, INC. NPMG ACQUISITION SUB, LLC ONLINE DATA CORP. QUAD CITY ACQUISITION SUB., INC. TS ACQUISITION SUB, LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Title: Xxxxxx X. Xxxxxxx Secretary iPAYMENT HOLDINGS, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Xxxxxxxx Name: Title: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Xxxxxxxx Treasurer and Secretary a Maryland limited liability company By: Noodles & CompanyAccepted and agreed to as of the date first above written. JPMORGAN CHASE BANK, a Delaware corporationN.A., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx Xxx X. Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Xxx X. Xxxxx Vice President PLEDGEES: TNSCiPayment Holdings, INC.Inc. iPayment, Inc. 100 1 100% iPayment, Inc. iPayment of California, LLC (f/k/a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSCiPayment of California, Inc., which was f/k/a Colorado corporationiPayment, its Member By: /s/ Xxxx X. Inc., which was f/k/a Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSCHills Acquisition Corp.) N/A N/A 100% iPayment, Inc. The Noodle Shop1ST National Processing, Co. — ColoradoInc. (f/k/a First Acquisition Company, Inc.) 100 3 100% iPayment, Inc. E-Commerce Exchange, Inc. 1,000 2 100% Noodles & Company TNSCiPayment, Inc. Online Data Corp. 1,000 2 100% iPayment, Inc. iPayment of Maine, Inc. 1,000 2 100% iPayment, Inc. CardSync Processing, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle ShopiPayment, Co. — IllinoisInc. Quad City Acquisition Sub, Inc. 1,000 1 100% TNSCiPayment, Inc. The Noodle ShopCardPayment Solutions, Co. — KansasL.L.C. (f/k/a CPS Acquisition Sub, L.L.C.) N/A N/A 100% iPayment, Inc. iPayment Acquisition Sub LLC N/A N/A 100% iPayment, Inc. TS Acquisition Sub LLC N/A N/A 100% iPayment, Inc. PCS Acquisition Sub, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — MarylandiPayment, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College ParkNPMG Acquisition Sub, LLC N/A N/A 75100% Noodles & Company The Noodle ShopiPayment, Co. — Xxxxxxxxxx CountyInc. iScan Solutions, Maryland 100 1 LLC N/A N/A 100%% iPayment, Inc MSC Acquisition Sub, LLC N/A N/A 100% iPayment, Inc. iFunds Cash Solutions, LLC N/A N/A 100% iPayment, Inc. Cambridge Acquisition Sub, LLC N/A N/A 100% FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of , a corporation:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesLenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Pledgor Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured ObligationsGuaranteed Swap Contracts, it being the intention of the parties hereto that all the Secured Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the Loan Documents Documents, or in any other documents relating to the Secured ObligationsGuaranteed Swap Contract, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations Pledgor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYCNL RESTAURANT INVESTMENTS, a Delaware corporation INC. By: /s/ Xxxx //s// XXXXXX X. Xxxxxxx XXXXXXXXXXX Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Title: Executive Vice President a Colorado corporation Secretary CNL APF GP CORP. By: /s/ Xxxx //s// XXXXXX X. Xxxxxxx XXXXXXXXXXX Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Title: Vice President a Colorado corporation Secretary CNL APF PARTNERS, LP By: /s/ Xxxx CNL APF GP CORP., as General Partner By: //s// XXXXXX X. Xxxxxxx XXXXXXXXXXX Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Title: Vice President a Colorado corporation Secretary CNL RESTAURANT CAPITAL CORP. By: /s/ Xxxx //s// XXXXXX X. Xxxxxxx XXXXXXXXXXX Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Title: Vice President a Colorado corporation Secretary USRP HOLDING CORP. By: /s/ Xxxx //s// XXXXXX X. Xxxxxxx XXXXXXXXXXX Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Title: Vice President a Wisconsin corporation Xxxxxxxxx XXXX (XXXXXXX) 0, LLC By: /s/ Xxxx CNL RESTAURANT CAPITAL CORP., as Manager By: //s// XXXXXX X. Xxxxxxx XXXXXXXXXXX Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Title: Vice President a Minnesota corporation Secretary USRP GP8, LLC By: /s/ Xxxx CNL APF PARTNERS, LP, as Manager By: CNL APF GP CORP., as General Partner By: //s// XXXXXX X. Xxxxxxx XXXXXXXXXXX Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President Accepted and agreed as of the date first above written. as Administrative Agent By: /s/ Xxxx //s// XXXX X. Xxxxxxx XXXXXXXXX Name: Xxxx X. Xxxxxxx Xxxxxxxxx Title: Assistant Senior Vice President PLEDGEES: TNSCdated as of , INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%2005 in favor of

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesLenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Pledgor Obligations arising under this Pledge Agreement, the other Loan Credit Documents and any other documents relating to the Secured ObligationsHedging Agreements, it being the intention of the parties hereto that all the Secured Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the Loan Documents or in any other documents relating Credit Documents, to the Secured Obligations, extent the obligations of each Guarantor under the Credit Agreementa Pledgor shall be adjudicated to be invalid or unenforceable for any reason (including, the other Loan Documents and the documents without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the Secured Obligations obligations of such Pledgor hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under Section 548 of applicable law (whether federal or state and including, without limitation, the Bankruptcy Code or any comparable provisions of any applicable state lawCode). Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: NOODLES & COMPANYXXXXXX AMERICAN CORP., -------- a Delaware Corporation By: /s/ Xxxxx X. Xxxxxx -------------------------------- Name: Xxxxx X. Xxxxxx ------------------------------ Title: Director, President and ----------------------------- Chief Executive Officer ----------------------------- GUARANTORS: XXXXXX AMERICAN INVESTMENT CORP. ---------- a Delaware Corporation By: /s/ Xxxxx X. Xxxxxx -------------------------------- Name: Xxxxx X. Xxxxxx ------------------------------ Title: President ----------------------------- XXXXXX AMERICAN GROUP, INC., a Delaware corporation Corporation By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------ Title: Executive Vice President ----------------------------- CONSUMER DIRECT CORPORATION, a Colorado corporation Delaware Corporation By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------ Title: Vice Director, President and ----------------------------- Chief Executive Officer ----------------------------- ARROW FACTORY STORES, INC., a Colorado corporation Delaware Corporation By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------ Title: Vice President Chairman and ----------------------------- Chief Executive Officer ----------------------------- GAKM RESOURCES CORPORATION, a Colorado corporation Delaware Corporation By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------ Title: Vice President ----------------------------- XXXXXX PEABODY RESOURCES CORPORATION, a Colorado corporation Delaware Corporation By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------ Title: Vice President ----------------------------- XXXXXX XXXXXXX HOLDING CORP., a Wisconsin corporation Delaware Corporation By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------ Title: Vice President ----------------------------- XXXXXX, PEABODY & CO., INC., a Minnesota corporation Delaware Corporation By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------ Title: Chairman and ----------------------------- Chief Executive Officer ----------------------------- BIDERTEX SERVICES INC., a Delaware Corporation By: /s/ Xxxxx X. Xxxxxx -------------------------------- Name: Xxxxx X. Xxxxxx ------------------------------ Title: President an Illinois corporation ----------------------------- GREAT AMERICAN KNITTING XXXXX, INC. a Delaware Corporation By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------ Title: Vice President Chairman and ----------------------------- Chief Executive Officer ----------------------------- XXXXXX DESIGNER GROUP, INC. a Virginia corporation Delaware Corporation By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx ------------------------------ Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyChairman and ----------------------------- Chief Executive Officer ----------------------------- Accepted and agreed to as of the date first above written. NATIONSBANK, a Delaware corporationN.A., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Xxxxxxxx -------------------------------- Name: Xxxx X. Xxxxxxx Xxxxxxxx ------------------------------ Title: Assistant Vice President PLEDGEESAttorney-in-fact ----------------------------- (A) to Pledge Agreement dated as of May 15, 1998 in favor of NationsBank, N.A. as Agent PLEDGED STOCK ------------- PLEDGOR: TNSCXXXXXX AMERICAN CORP. Number Certificate Percentage Name of Subsidiary Shares Number Ownership ------------------ ------ ----------- ---------- Subsidiaries PLEDGOR: Number Certificate Percentage Name of Subsidiary Shares Number Ownership ------------------ ------ ----------- ---------- Subsidiaries (A) to Pledge Agreement dated as of May 15, INC.1998 in favor of NationsBank, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%N.A. as Agent IRREVOCABLE STOCK POWER -----------------------

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Domestic Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Domestic Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYGFI GROUP INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President GFI GROUP LLC, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland New York limited liability company By: Noodles & CompanyName: Title: GFINET INC., a Delaware corporation, its Class A Member corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President GFI BROKERS LLC, a Maryland Delaware limited liability company By: Noodles & CompanyName: Title: INTERACTIVE VENTURES LLC, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyName: Title: FENICS SOFTWARE INC., a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President AMEREX BROKERS LLC, a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas Delaware limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCFOR VALUE RECEIVED, INC.the undersigned hereby sells, assigns and transfers to the following shares of capital stock of , a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesLenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Pledgor Obligations arising under this Pledge Agreement, the other Loan Credit Documents and the Hedging Agreements between any other documents relating Credit Party and any Lender (to the Secured extent the obligations of such Credit Party thereunder constitute Credit Party Obligations), it being the intention of the parties hereto that all the Secured Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the Loan Documents or in any other documents relating Credit Documents, to the Secured Obligations, extent the obligations of each Guarantor under the Credit Agreementa Pledgor shall be adjudicated to be invalid or unenforceable for any reason (including, the other Loan Documents and the documents without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the Secured Obligations obligations of such Pledgor hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under Section 548 of applicable law (whether federal or state and including, without limitation, the Bankruptcy Code or any comparable provisions of any applicable state lawCode). Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYAMERICAN MEDICAL SYSTEMS, a Delaware corporation INC. By: /s/ Xxxx Gregxxx X. Xxxxxxx Xxxxxx -------------------------------------- Title: Vice President-Finance, Treasurer and Chief Financial Officer ----------------------------------- Name: Xxxx Gregxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation Xxxxxx ------------------------------------ AMERICAN MEDICAL SYSTEMS HOLDINGS, INC. By: /s/ Xxxx Gregxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Xxxxxx -------------------------------------- Title: Vice President a Colorado corporation President-Finance, Treasurer and Chief Financial Officer ----------------------------------- Name: Gregxxx X. Xxxxxx ------------------------------------ INFLUENCE, INC. By: /s/ Xxxx Gregxxx X. Xxxxxxx Xxxxxx -------------------------------------- Title: Chief Financial Officer ----------------------------------- Name: Xxxx Gregxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyXxxxxx ------------------------------------ Accepted and agreed as of the date first above written. BANK OF AMERICA, a Delaware corporationN.A., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx John X. Xxxxxxx X'Xxxxx -------------------------------------- Title: Managing Director ----------------------------------- Name: Xxxx John X. Xxxxxxx TitleX'Xxxxx ------------------------------------ to Pledge Agreement dated as of , 2000 in favor of Bank of America, N.A., as Agent PLEDGED CAPITAL STOCK PLEDGOR: Assistant Vice President PLEDGEES: TNSCAMERICAN MEDICAL SYSTEMS HOLDINGS, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC. Name of Number of Certificate Percentage Percentage Domestic Subsidiary Shares Number Ownership Pledged ------------------- ------ ------ --------- ------- American Medical Systems, Inc. The Noodle Shop100% 100% PLEDGOR: AMERICAN MEDICAL SYSTEMS, Co. — ColoradoINC. Name of Number of Certificate Percentage Percentage Domestic Subsidiary Shares Number Ownership Pledged ------------------- ------ ------ --------- ------- Influence, Inc. 1,000 2 10,000,000 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100% (a) to

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYFTI CONSULTING, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President INC., a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Theodore I. Pincus Name: Xxxx X. Xxxxxxx Theodore I. Pxxxxx Title: Assistant Secretary Chief Financixx Xxxxxxx xxx Xxxcutive Vice President FTI CORPORATE RECOVERY, INC., a Maryland corporation FTI LITIGATION CONSULTING, LLC, a Maryland limited liability company KAHN CONSULTING, INC., a New York corpoxxxxon KLICK, KENT & ALLEN, INC., a Virginia cxxxxxxxxxx POLICANO & MANZO, L.L.C., a New Jersey xxxxxxx liaxxxxxy company TECHNOLOGY & FINANCIAL CONSULTING, INC., a Texas corporation TEKLICON, INC., a California corporation FTI OHIO, INC., an Ohio corporation FTI (ANNAPOLIS), LLC, a Maryland limited liability company DAS BUSINESS, LLC, a Maryland limited liability company FTI TEN EYCK, LLC, a Maryland limited liability company LI ACQUISITION COMPANY, LLC, a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Theodore I. Pincus Name: Xxxx X. Xxxxxxx Theodore I. Pxxxxx ` Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyTreasurer of xxxx xx xxx xxxxxxing Pledgors Accepted and agreed to as of the date first above written. BANK OF AMERICA, a Delaware corporationN.A., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Michael J. Landini Name: Xxxx X. Xxxxxxx Michael J. Landini Title: Assistant Senior Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSCPrxxxxxxx Schedule 2(a) ------------- Pledged Shares Number of Certificate Percentage Pledgor Issuer Shares Number Ownership FTI Consulting, Inc. The Noodle ShopFTI (Annapolis), Co. — ColoradoLLC 1,000 uncertificated 100% FTI Consulting, Inc. 1,000 2 100% Noodles & Company TNSCFTI Corporate Recovery, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. FTI Consulting, Inc. FTI Litigation Consulting, LLC 1,000 1 uncertificated 100% Noodles FTI Consulting, Inc. FTI Merger & Company Noodles & Company Finance Corp. Acquisition 1,000 1 uncertificated 100% Noodles & Company The Noodle ShopAdvisors, Co. — IllinoisLLC FTI Consulting, Inc. 1,000 1 Kahn Consulting, Inc. 2,000 10 100% TNSCXXI Consulting, Inc. The Noodle ShopKlick, Co. — KansasKent & Allen, Inc. 400 15 100% XXX Xxxxxltixx, Xnc. Policano & Manzo, L.L.C. not uncertificated 100% quantified FTI Consulting, Inc. FTI Ohio, Inc. 60 13 100% FTI Consulting, Inc. Technology & Financial 10,000 3 100% Consulting, Inc. FTI Consulting, Inc. Teklicon, Inc. 100 7 100% FTI Consulting, Inc. FTI Ten Eyck, LLC N/A N/A 1,000 uncertificated 100% Noodles & Company The Noodle Shop, Co. — MarylandFTI Consulting, Inc. DAS Business, LLC 1,000 1 uncertificated 100% Noodles & Company The Noodle ShopFTI Consulting, Co. — College ParkInc. LI Acquisition Company, LLC N/A N/A 751,000 uncertificated 100% Noodles & Company The Noodle ShopFTI Consulting, Co. — Xxxxxxxxxx CountyInc. FTI Consulting Limited 650 See Note 1 65% FTI Consulting, Maryland 100 Inc. FTI Financial Services Limited 650 See Note 1 10065% 1. Stock certificates representing 65% of the outstanding capital stock of each of FTI Consulting Limited and FTI Financial Services Limited will be delivered to the Administrative Agent within 90 days of the Closing Date (together with related undated stock powers executed in blank). Upon receipt thereof by the Administrative Agent, the Administrative Agent will insert the stock certificate number into this Schedule 2(a).

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYWAGEWORKS, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President MHM RESOURCES, LLC, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland Delaware limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyAccepted and agreed to as of the date first above written. UNION BANK, a Delaware corporationN.A., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCPledgor Issuer Number of Shares/Units Certificate Number Percentage Ownership Pledged WageWorks, INC.Inc. MHM Resources, LLC, a Delaware limited liability company Membership Interest Not certificated 100 % WageWorks, Inc. Planned Benefit Systems Incorporated, a Colorado corporation 1,000 Common Shares Not certificated 100 % FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of , a corporation: and irrevocably appoints its agent and attorney-in-fact to transfer all or any part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. [HOLDER] By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyReference is hereby made to the Credit Agreement, a Delaware corporationdated as of December 31, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company2012 (as amended, a Delaware corporationrestated, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Companyextended, a Delaware corporationsupplemented or otherwise modified in writing from time to time, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSCthe “Credit Agreement”; the terms defined therein being used herein as therein defined), among WageWorks, Inc., a Colorado corporationDelaware corporation (“Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Union Bank, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Administrative Agent and Borrower with a certificate of its Member non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Administrative Agent, and (2) the undersigned shall have at all times furnished Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President Date: , 20[ ] Reference is hereby made to the Credit Agreement, dated as of December 31, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among WageWorks, Inc., a Delaware corporation (“Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Union Bank, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSCDate: , Inc. 20[ ] Reference is hereby made to the Credit Agreement, dated as of December 31, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among WageWorks, Inc., a Delaware corporation (“Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Union Bank, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The Noodle Shopundersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, Co. — Coloradothe undersigned agrees that (1) if the information provided on this certificate changes, Inc. 1,000 2 100% Noodles & Company TNSCthe undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is hereby made to the Credit Agreement, dated as of December 31, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among WageWorks, Inc., a Delaware corporation (“Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Union Bank, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The Noodle Shopundersigned has furnished Administrative Agent and Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, Co. — Illinoisthe undersigned agrees that (1) if the information provided on this certificate changes, Inc. 1,000 1 100% TNSCthe undersigned shall promptly so inform Borrower and Administrative Agent, Inc. The Noodle Shopand (2) the undersigned shall have at all times furnished Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, Co. — Kansasor in either of the two calendar years preceding such payments. Unless otherwise defined herein, LLC Nterms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] TO: Union Bank, N.A., as Administrative Agent RE: Credit Agreement, dated as of December 31, 2012 by and among WageWorks, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Union Bank, N.A., as Administrative Agent and L/A NC Issuer (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement). DATE: [ ] [Name of Cash Management Bank/A 100% Noodles & Company The Noodle ShopHedge Bank] (the “Secured Party”) hereby notifies you, Co. — Marylandpursuant to the terms of the Credit Agreement, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%that the Secured Party meets the requirements of a [Cash Management Bank] [Hedge Bank] under the terms of the Credit Agreement and is a [Cash Management Bank] [Hedge Bank] under the Credit Agreement and the other Loan Documents.

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYICT GROUP, INC., a Pennsylvania corporation By: Name: Title: YARDLEY ENTERPRISES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyICT INTERNATIONAL, a Delaware corporationINC., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President HARVEST RESOURCES, INC., a Delaware corporation By: Name: Title: Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSCICT Group, Inc. The Noodle Shop, Co. — ColoradoYardley Enterprises, Inc. 1,000 100 2 100100 % Noodles & Company TNSCICT Group, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — IllinoisICT International, Inc. 1,000 3,000 1 100100 % TNSCICT Group, Inc. The Noodle Shop, Co. — Kansas, LLC Eurotel Marketing Limited 334,330 N/A N65 % ICT Group, Inc. ICT Australia Pty Limited 65 2 65 % ICT Group, Inc. ICT/A Canada Marketing, Inc. 00 000 X-0 X-0 000 00 % % Yardley Enterprises, Inc. Harvest Resources, Inc. 100 3 100 % ICT Group, Inc. ICT Barbados, Inc. 65 3 65 % ICT Group, Inc. ICT Marketing Services of Mexico, S. de X.X. de C.V. $ 2990 1 65 % ICT International, Inc. ICT Marketing Services of Asia Pacific Pte. Ltd. 65 5 65 % * The stock certificate identified in the table above for ICT Marketing Services of Mexico, S. de X.X. de C.V. represents 100% Noodles & Company of the issued and outstanding Capital Stock. The Noodle Shopparties hereto acknowledge that the applicable Pledgor has pledged pursuant to this Pledge Agreement only 65% of the issued and outstanding Capital Stock evidenced by such stock certificate. * Eurotel Marketing Limited has 521,045 shares of issued and outstanding Capital Stock. The Borrower covenants and agrees to deliver stock certificate(s) representing 65% of the outstanding Capital Stock of Eurotel Marketing Limited to the Administrative Agent within 90 days of the Closing Date (together with related undated stock powers executed in blank). Upon receipt thereof by the Administrative Agent, Co. — Marylandthe Administrative Agent will insert the stock certificate number and the number of shares into this Schedule 2(a). FOR VALUE RECEIVED, Inc. 1,000 1 100% Noodles & Company The Noodle Shopthe undersigned hereby sells, Co. — College Parkassigns and transfers to the following shares of capital stock of , LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%a corporation:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement EACH OF THE PLEDGORS LISTED ON APPENDIX A By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President and Treasurer Accepted and agreed to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYBARCLAYS BANK PLC, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Collateral Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCSouthwest Medical Associates, INC.LLC Xxxxxxxx Health System, Inc. AHS Claremore Regional Hospital, LLC AHS Oklahoma Physician Group, LLC AHS Hillcrest Medical Center, LLC Xxxxxx Medical Center, LLC AHS Southcrest Hospital, LLC AHS Tulsa Holdings, LLC RV Properties, LLC BSA Hospital, LLC LHS Services, Inc. AHS New Mexico Holdings, Inc. AHS Hillcrest Healthcare System, LLC BSA Health System of Amarillo, LLC FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of , a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each Subject to subsection (c) of this Section 26, each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each Subject to subsection (c) of this Section 26, each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor Pledgor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other applicable Debtor Relief Law (including any comparable provisions of any applicable state law). Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYCBEYOND COMMUNICATIONS, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President CBEYOND COMMUNICATIONS, LLC, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland Delaware limited liability company By: Noodles & CompanyName: Title: CBEYOND LEASING, INC., a Delaware corporationcorporation By: Name: Title: CBEYOND LEASING, LP, a Delaware limited partnership By: Cbeyond Communications, LLC, its Class A Member General Partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President CBEYOND LEASING OF TEXAS, LLC, a Maryland Delaware limited liability company By: Noodles & CompanyCbeyond Leasing, LP, its Sole Member By: Cbeyond Communications, LLC, its General Partners By: Name: Title: CBEYOND HOLDINGS OF TEXAS, LLC, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyCbeyond Communications, LLC, its Sole Member By: Name: Title: CBEYOND COMMUNICATIONS OF TEXAS, LP, a Delaware corporationlimited partnership By: Cbeyond Communications, LLC, its Class A Member General Partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSCAccepted and agreed to as of the date first above written. BANK OF AMERICA, Inc.N.A., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCSchedule 2(a) Pledged Stock Exhibit 4(a) Form of Stock Power CBEYOND COMMUNICATIONS, INC.LLC [Subsidiary] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of Equity Interests of [ISSUER], a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement EACH OF THE PLEDGORS LISTED ON APPENDIX A By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President and Treasurer Accepted and agreed to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYBARCLAYS BANK PLC, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Collateral Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCArdent Health Partners, INC.LLC AHS Management Services of Oklahoma, AHP Health Partners, Inc. LLC Ardent Legacy Holdings, LLC AHS Xxxxx Hospital, LLC AHS Legacy Operations LLC BSA Health System Management, LLC LHP Hospital Group, Inc. BSA Health System Holdings, LLC AHS Newco 17, LLC BSA Physicians Group, Inc. AHS Newco 18, LLC BSA Xxxxxxxxxx Physicians, Inc. AHS Oklahoma, Inc. BSA Amarillo Diagnostic Clinic, Inc. AHS Hillcrest Healthcare System, LLC LHP Operations Co., LLC AHS Management Company, Inc. LHP Management Services, LLC AHS East Texas Health System, LLC LHP Texas Physicians, LLC BSA Health System of Amarillo, LLC LHP Montclair LLC AHS New Mexico Holdings, Inc. LHP Pascack Valley, LLC AHS Kansas Health System, Inc. LHP Pocatello, LLC AHS Albuquerque Holdings, LLC LHP HH/Killeen, LLC AHS Oklahoma Heart, LLC LHP Bay County, LLC AHS Xxxxxxx Hospital, LLC LHP IT Services, LLC AHS Oklahoma Orthopedic ACE, LLC LHP Texas MD Services, Inc. AHS Henryetta Hospital, LLC Athens Hospital, LLC Quitman Hospital, LLC Carthage Hospital, LLC Tyler Regional Hospital, LLC Xxxxxxxxx Hospital, LLC Rehabilitation Hospital, LLC Jacksonville Hospital, LLC Specialty Hospital, LLC Pittsburg Hospital, LLC East Texas Holdings, LLC East Texas Air One, LLC ETMC Physician Group, Inc. East Texas Home Health Services, LLC the following shares of capital stock of , a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & COMPANYICT GROUP, INC., a Pennsylvania corporation By: /s/ Xxxxxxx X. Xxxxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxxxxx Title: Chief Financial Officer, Assistant Secretary YARDLEY ENTERPRISES, INC., a Delaware corporation By: /s/ Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxxxxxxxx Name: Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxxxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyChief Financial Officer, a Delaware corporationTreasurer ICT INTERNATIONAL, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyINC., a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxxxxxxxx Name: Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxxxxxxxx Title: President Chief Financial Officer, Treasurer HARVEST RESOURCES, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxxxxx Title: Chief Financial Officer, Treasurer Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Xxxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Xxxxxxxx Title: Vice President a Colorado corporation ByICT Group, Inc. Yardley Enterprises, Inc. 100 2 100% ICT Group, Inc. ICT International, Inc. 3,000 1 100% ICT Group, Inc. Eurotel Marketing Limited 334,330 N/A 65% ICT Group, Inc. ICT Australia Pty Limited 65 2 65% ICT Group, Inc. ICT/Canada Marketing, Inc. 10 980 A-1 B-4 100% 49% Yardley Enterprises, Inc. Harvest Resources, Inc. 100 3 100% ICT Group, Inc. ICT Barbados, Inc. See Note 1 See Note 1 65% ICT Group, Inc. ICT Marketing Services of Mexico, S. de X.X. de C.V. See Note 1 See Note 1 65% ICT Group, Inc. ICT Marketing Services of Asia Pacific Pte. Ltd. See Note 1 See Note 1 65% Note 1: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSCThe Borrower covenants and agrees to deliver stock certificates representing 65% of the outstanding capital stock of each of ICT Barbados, Inc., ICT Marketing Services of Mexico, S. de X.X. de C.V. and ICT Marketing Services of Asia Pacific Pte. Ltd. to the Administrative Agent within 90 days of the Closing Date (together with related undated stock powers executed in blank). Upon receipt thereof by the Administrative Agent, the Administrative Agent will insert the stock certificate number and the number of shares into this Schedule 2(a). FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of , a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesLenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Pledgor Obligations arising under this Pledge Agreement, the other Loan Credit Documents and any other documents relating to Hedging Agreement between any Credit Party and any Lender in connection with the Secured ObligationsLoans, it being the intention of the parties hereto that all the Secured Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the Loan Documents or in any other documents relating Credit Documents, to the Secured Obligations, extent the obligations of each a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), then the obligations of a Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations obligation subject to avoidance under applicable law (whether federal or state and including, without limitation, Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state lawCode). Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: NOODLES & COMPANYTHE PROFIT RECOVERY GROUP USA, INC., a Georgia corporation By: /s/ Donald E. Ellis, Jr. ------------------------------------------- Name: Donald E. Ellis, Jr. Title: Executive Xxxx Xxxxxxxxx - Xxxance, Chief Financial Officer and Treasurer GUARANTORS: THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a Georgia corporation By: /s/ Donald E. Ellis, Jr. ------------------------------------------- Name: Donald E. Ellis, Jr. Title: Executive Xxxx Xxxxxxxxx - Xxxance, Chief Financial Officer and Treasurer PRGFS, INC., PRGLS, INC., PRGRS, INC., each a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Donald E. Ellis, Jr. ------------------------------------------- Name: Xxxx X. Xxxxxxx Donald E. Ellis, Jr. Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCXxxxxxxxx - Xxxance PRG ACQUISITION, INC., a Colorado Georgia corporation By: /s/ Xxxx X. Xxxxxxx Donald E. Ellis, Jr. ------------------------------------------- Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyDonald E. Ellis, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Jr. Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%Xxxxxxxxx - Xxxance

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesLenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Credit Documents and any the other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Credit Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Credit Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: NOODLES & COMPANYAPRIA HEALTHCARE GROUP INC. By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- GUARANTORS: APRIA HEALTHCARE INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx ----------------------------------------- Name: Xxxx X. Xxxxxxx Title: Executive Vice President APRIA NUMBER TWO INC., a Colorado Delaware corporation By: /s/ Xxxx X. Xxxxxxx ----------------------------------------- Name: Xxxx X. Xxxxxxx Title: Vice President APRIACARE MANAGEMENT SYSTEMS INC., a Colorado Delaware corporation By: /s/ Xxxx X. Xxxxxxx ----------------------------------------- Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation APRIA HEALTHCARE OF NEW YORK STATE, INC., By: /s/ Xxxx X. Xxxxxxx ----------------------------------------- Name: Xxxx X. Xxxxxxx Title: Vice President APRIA HEALTHCARE ESSENTIALS, LLC, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland Delaware limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx ---------------------------------------- Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyAccepted and agreed to as of the date first above written. BANK OF AMERICA, a Delaware corporationN.A., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCSchedule 2(a) ------------- to Pledge Agreement dated as of July __, INC.2001 in favor of Bank of America, a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, N.A. as Agent PLEDGED STOCK ------------- Number of Certificate Percentage Pledgor Issuer Shares Number Ownership ------- ------ ------ ------ --------- Apria Healthcare Group Inc. The Noodle Shop, Co. — ColoradoApria Healthcare, Inc. 1,000 100% Apria Healthcare, Inc. ApriaCare Management Systems, Inc. 100 1 100% Apria Healthcare, Inc. Apria Healthcare of New York State, Inc. 300 1 100% Apria Healthcare, Inc. Apria Number Two, Inc. 100 2 100% Noodles & Company TNSCApria Healthcare, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — KansasApria Healthcare Essentials, LLC N/A N/A 100% Noodles & Company Exhibit 4(a) ------------ to Pledge Agreement dated as of July __, 2001 in favor of Bank of America, N.A. as Agent Irrevocable Stock Power FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of _____________________, a ____________ corporation: No. of Shares Certificate No. ------------- --------------- and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The Noodle Shopagent and attorney-in-fact may substitute and appoint one or more persons to act for him. The effectiveness of a transfer pursuant to this stock power shall be subject to any and all transfer restrictions referenced on the face of the certificates evidencing such interest or in the certificate of incorporation or bylaws of the subject corporation, Co. — Marylandto the extent they may from time to time exist. ------------------------------- By: ---------------------------- Name: Title: EXHIBIT 1.1(B) -------------- FORM OF AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Security Agreement") is entered into as of July __, Inc. 1,000 1 100% Noodles & Company The Noodle Shop2001 among APRIA HEALTHCARE GROUP INC., Co. — College Parka Delaware corporation (the "Borrower"), LLC N/A N/A 75% Noodles & Company The Noodle Shopcertain Subsidiaries of the Borrower (each individually a "Guarantor" and collectively the "Guarantors"; together with the Borrower, Co. — Xxxxxxxxxx Countyeach individually an "Obligor", Maryland 100 1 100%and collectively the "Obligors") and BANK OF AMERICA, N.A., in its capacity as agent (in such capacity, the "Agent") for the lenders from time to time party to the Credit Agreement described below (the "Lenders").

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesParties under the Financing Documents, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Pledgor Obligations arising under this Pledge Agreement, the other Loan Financing Documents and any other documents relating to the Secured ObligationsHedging Agreements between any Pledgor and any Lender, or any Affiliate of a Lender, it being the intention of the parties hereto that all the Secured Pledgor Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Financing Documents or in any other documents relating to the Secured ObligationsHedging Agreement between any Pledgor and any Lender, or any Affiliate of a Lender, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations Pledgor shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: NOODLES & COMPANY, a Delaware corporation LINCARE HOLDINGS INC. By: /s/ Xxxx X. Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Colorado corporation Chief Financial Officer/Secretary GUARANTORS: LINCARE INC. LINCARE PROCUREMENT INC. LINCARE ASSET MANAGEMENT LP By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyLincare Holdings Inc., a Delaware corporation, its Class A Member general partner LINCARE OF NEW YORK INC. LINCARE PHARMACY SERVICES INC. LINCARE LICENSING INC. CONVACARE SERVICES INC. LINCARE TRAVEL INC. By: /s/ Xxxx X. Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & CompanyChief Financial Officer/Secretary Accepted and agreed to as of the date first above written. BANK OF AMERICA, a Delaware corporationN.A., its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Collateral Agent By: /s/ Xxxx Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx Xxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Principal Lincare Inc. The Noodle Shop, Co. — Colorado, 500 5 100% Lincare Procurement Inc. 1,000 1 100% Lincare Travel Inc. 1,000 1 100% Convacare Services Inc. 1,280,500 128 100% Lincare of New York Inc. 100 1 100% Lincare Pharmacy Services Inc. 1,000 2 100% Noodles & Company TNSC, Lincare Licensing Inc. 1,000 1 2 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100Lincare Asset Management LP 1% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100General Pledgor: LINCARE INC. 99% Noodles & Company The Noodle ShopGeneral Lincare Asset Management LP the following shares of capital stock of , Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%a corporation:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured PartiesLenders under the Acquisition Loan Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, Agreement and the other Loan Documents and any other documents relating to the Secured ObligationsDocuments, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, or in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Acquisition Loan Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: NOODLES & COMPANYINFOCROSSING, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx ZACH LONSTEIN ----------------- Name: Xxxx X. Xxxxxxx Zach Lonstein Title: Chief Executive Vice President a Colorado corporation ByXxxxxxx XXXXANTORS: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSCINFOCROSSING SOUTHEAST, INC., a Colorado Georgia corporation formerly known as Amquest, Inc. By: /s/ Xxxx X. Xxxxxxx ZACH LONSTEIN ----------------- Name: Xxxx X. Xxxxxxx Zach Lonstein Title: Vice President Chief Executive Xxxxxxx INFOCROSSING WEST, INC., a Colorado California corporation formerly known as ITO Acquisition Corporation and doing business as Systems Management Specialists By: /s/ Xxxx X. Xxxxxxx ZACH LONSTEIN ----------------- Name: Xxxx X. Xxxxxxx Zach Lonstein Title: Vice President a Colorado corporation Chief Executive Xxxxxxx Accepted and agreed to as of the date first above written. CAPITALSOURCE FINANCE LLC, as Agent By: /s/ Xxxx X. Xxxxxxx JOSEPH TURITZ ------------------ Name: Xxxx X. Xxxxxxx Joseph Turitz Title: Vice President a Colorado corporation ByGeneral Counsel Schedule 2(a) to Pledge Agreement dated as of July 29, 2004 in favor of CapitalSource Finance LLC as Agent PLEDGED SHARES PLEDGOR: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyINFOCROSSING, a Delaware corporation, its INC. Number of Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Coloradoof Certificate Percentage ---------- --------- Name of Subsidiary Shares Stock Number Ownership ------------------ ------ ----- ------ --------- Infocrossing Southeast, Inc. 1,000 Common 3 100% ETG, Inc. 1,000,000 Common 3 100% Infocrossing Services, Inc. 100 Common 3 100% Infocrossing West, Inc. 100 Common 2 100% Noodles & Company TNSCPLEDGOR: INFOCROSSING SOUTHEAST, INC. Number of Class of Certificate Percentage --------- -------- Name of Subsidiary Shares Stock Number Ownership Infocrossing Services Southeast, Inc. 1,000 100 Common 2 100% PLEDGOR: INFOCROSSING WEST, INC. Number of Class of Certificate Percentage --------- -------- Name of Subsidiary Shares Stock Number Ownership Infocrossing Services West, Inc. 100 Common 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Schedule 4(a) to Pledge Agreement dated as of July 29, 2004 in favor of CapitalSource Finance Corp. 1,000 1 100% Noodles & Company The Noodle ShopLLC as Agent Irrevocable Stock Power FOR VALUE RECEIVED, Co. — Illinoisthe undersigned hereby sells, Inc. 1,000 1 100% TNSCassigns and transfers to the following shares of capital stock of _________, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%a ____________ corporation:

Joint and Several Obligations of Pledgors. (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured PartiesObligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligorco-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, Agreement and the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: NOODLES & Ardent Health Partners, LLC AHP Health Partners, Inc. Ardent Legacy Holdings, LLC AHS Legacy Operations LLC LHP Hospital Group, Inc. AHS Newco 17, LLC AHS Newco 18, LLC AHS Oklahoma, Inc. AHS Hillcrest Healthcare System, LLC AHS Management Company, Inc. AHS East Texas Health System, LLC BSA Health System of Amarillo, LLC AHS New Mexico Holdings, Inc. AHS Kansas Health System, Inc. AHS Albuquerque Holdings, LLC AHS Oklahoma Heart, LLC AHS Cushing Hospital, LLC AHS Oklahoma Orthopedic ACE, LLC AHS Henryetta Hospital, LLC AHS Management Services of Oklahoma, LLC AHS Pryor Hospital, LLC BSA Health System Management, LLC BSA Health System Holdings, LLC BSA Physicians Group, Inc. BSA Xxxxxxxxxx Physicians, Inc. BSA Amarillo Diagnostic Clinic, Inc. LHP Operations Co., LLC LHP Management Services, LLC LHP Texas Physicians, LLC LHP Montclair LLC LHP Pascack Valley, LLC LHP Pocatello, LLC LHP HH/Killeen, LLC LHP Bay County, LLC LHP IT Services, LLC LHP Texas MD Services, Inc. Athens Hospital, LLC Carthage Hospital, LLC Xxxxxxxxx Hospital, LLC Jacksonville Hospital, LLC Pittsburg Hospital, LLC By: ARDENT LEGACY HOLDINGS, LLC PITTSBURG HOSPITAL, LLC AHS LEGACY OPERATIONS LLC QUITMAN HOSPITAL, LLC LHP HOSPITAL GROUP, INC. TYLER REGIONAL HOSPITAL, LLC AHS NEWCO 17, LLC REHABILITATION HOSPITAL, LLC AHS NEWCO 18, LLC SPECIALTY HOSPITAL, LLC AHS OKLAHOMA, INC. AHS OKLAHOMA ORTHOPEDIC ACE, LLC AHS HILLCREST HEALTHCARE SYSTEM, LLC AHS HENRYETTA HOSPITAL, LLC AHS MANAGEMENT COMPANY, a Delaware corporation INC. AHS MANAGEMENT SERVICES OF OKLAHOMA, LLC BSA HEALTH SYSTEM OF AMARILLO, LLC AHS XXXXX HOSPITAL, LLC AHS NEW MEXICO HOLDINGS, INC. BSA HEALTH SYSTEM MANAGEMENT, LLC AHS KANSAS HEALTH SYSTEM, INC. BSA HEALTH SYSTEM HOLDINGS, LLC AHS ALBUQUERQUE HOLDINGS, LLC BSA PHYSICIANS GROUP, INC. LHS SERVICES, INC. BSA XXXXXXXXXX PHYSICIANS, INC. AHS OKLAHOMA HEART, LLC BSA AMARILLO DIAGNOSTIC CLINIC, INC. AHS XXXXXXX HOSPITAL, LLC LHP OPERATIONS CO., LLC LHP TEXAS MD SERVICES, INC. LHP MANAGEMENT SERVICES, LLC ATHENS HOSPITAL, LLC LHP TEXAS PHYSICIANS, LLC CARTHAGE HOSPITAL, LLC LHP MONTCLAIR LLC XXXXXXXXX HOSPITAL, LLC LHP PASCACK VALLEY, LLC JACKSONVILLE HOSPITAL, LLC LHP POCATELLO, LLC LHP HH/KILLEEN, LLC LHP BAY COUNTY, LLC LHP IT SERVICES, LLC EAST TEXAS HOLDINGS, LLC ETMC PHYSICIAN GROUP, INC. EAST TEXAS AIR ONE, LLC EAST TEXAS HOME HEALTH SERVICES, LLC, By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & CompanyAccepted and agreed to as of the date first above written. BARCLAYS BANK PLC, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Kansas limited liability company By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Vice President PLEDGEES: TNSC, INC.the following shares of capital stock of , a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Colorado corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Wisconsin corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Minnesota corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Virginia corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland limited liability company By: Noodles & Company, a Delaware corporation, its Class A Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary By: TNSC, Inc., a Colorado corporation, its Member By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President TNSC, Inc. The Noodle Shop, Co. — Colorado, Inc. 1,000 2 100% Noodles & Company TNSC, Inc. 1,000 1 100% Noodles & Company Noodles & Company Services Corp. 1,000 1 100% Noodles & Company Noodles & Company Finance Corp. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — Illinois, Inc. 1,000 1 100% TNSC, Inc. The Noodle Shop, Co. — Kansas, LLC N/A N/A 100% Noodles & Company The Noodle Shop, Co. — Maryland, Inc. 1,000 1 100% Noodles & Company The Noodle Shop, Co. — College Park, LLC N/A N/A 75% Noodles & Company The Noodle Shop, Co. — Xxxxxxxxxx County, Maryland 100 1 100%: