8,500,000 Shares NOODLES & COMPANY CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT July 26, 2018Underwriting Agreement • July 30th, 2018 • Mill Road Capital II, L.P. • Retail-eating places • New York
Noodles & Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) an aggregate of 2,500,000 shares of the Class A common stock, par value $0.01 per share of the Company (the “Primary Firm Shares”). Certain stockholders (the “Selling Stockholders”) of the Company, named in Schedule III hereto, severally and not jointly, propose to sell to the several Underwriters an aggregate of 6,000,000 shares of the Class A common stock, par value $0.01 per share, of the Company (the “Secondary Firm Shares,” and, together with the Primary Firm Shares, the “Firm Shares”), with each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule III hereto. The shares of Class A common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby
