Document

As of the date of the Registration Statement of which this exhibit is a part, Noodles & Company (the “Company”) has one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Class A common stock, par value $0.01 per share (“Class A common stock”).

The following is a summary of our Class A common stock and provisions of our Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), our Second Amended and Restated Bylaws (our “Bylaws”) and certain provisions of Delaware law. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Certificate of Incorporation and Bylaws, copies of which are incorporated by reference as exhibits into the Registration Statement, of which this exhibit forms a part. We encourage you to read our Certificate of Incorporation, our Bylaws, and the applicable provisions of General Corporation Law of the State of Delaware for additional information.

Voting Rights. Pursuant to our Certificate of Incorporation, holders of our Class A common stock will be entitled to one vote on all matters submitted to a vote of stockholders; provided, however, that, except as otherwise required by law, holders of Class A common stock, as such, are not entitled to vote on any amendment to our Certificate of Incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to our Certificate of Incorporation. Holders of Class A common stock are not entitled to cumulative voting in the election of directors. This means that the holders of a majority of our Class A common stock are able to elect all of the directors then standing for election.

Dividends. Subject to the rights, if any, of the holders of any outstanding series of preferred stock, holders of our Class A common stock will be entitled to receive dividends out of any of our funds legally available when, as and if declared by the board of directors.

Preemptive Rights; Conversion Rights; Subscription Rights. Holders of Class A common stock do not have preemptive or other subscription rights. Shares of our Class A common stock are convertible on a share-for-share basis into shares of our Class B common stock at the election of the holder.

Other Rights. Upon the dissolution, liquidation or winding up of the company, subject to the rights, if any, of the holders of our preferred stock, the holders of our common stock shall be entitled to receive the assets of the company available for distribution to its stockholders ratably in proportion to the number of shares held by them. The outstanding shares of our common stock are fully paid and nonassessable.

Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation and Our Bylaws. Certain provisions of Delaware law and our Certificate of Incorporation and Second Amended and Restated Bylaws could make an acquisition of us more difficult. These provisions of the General Corporation Law of the State of Delaware (the “DGCL”) could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and are designed to encourage persons seeking to acquire control of us to negotiate with our board of directors.

◦Stockholder meetings. Under our Certificate of Incorporation, only the board of directors, or the chairman of the board of directors or the Chief Executive Officer with the concurrence of a majority of the board of directors may call special meetings of stockholders.

◦Requirements for advance notification of stockholder nominations and proposals. Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors.

◦Elimination of stockholder action by written consent. Our Certificate of Incorporation eliminates the right of stockholders to act by written consent without a meeting. This provision will, in certain situations make it more difficult for stockholders to take action opposed by the board of directors.

◦Election and removal of directors. Our board of directors is divided into three classes, each serving staggered three-year terms. As a result, only a portion of our board of directors is elected each year. The board of directors has the exclusive right to increase or decrease the size of the board and to fill vacancies on the board. This system of electing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes replacing a majority of directors more difficult for stockholders. Additionally, directors may be removed for cause only with the approval of the holders of a majority of the aggregate voting power of our outstanding Class A common stock and any series of preferred stock entitled to vote generally in the election of directors. Directors may be removed without cause only with the approval of two-thirds of the aggregate voting power of our outstanding Class A common stock and any series of preferred stock entitled to vote generally in the election of directors.

◦Undesignated preferred stock. The authorization of undesignated preferred stock makes it possible for our board of directors, without stockholder approval, to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to obtain control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of the company.

◦Amendment of provisions in the certificate of incorporation. Our Certificate of Incorporation requires the affirmative vote of the holders of at least two-thirds of the aggregate voting power of our outstanding Class A common stock and any series of

◦Amendment of provisions in the bylaws. Our Bylaws require the affirmative vote of the holders of at least two-thirds of the aggregate voting power of our outstanding Class A common stock and any series of preferred stock entitled to vote generally in the election of directors in order to amend any provision of our bylaws.