13D Filing: Mill Road Capital Ii, L.p. and Noodles & Co (NASDAQ:NDLS)

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CUSIP No. 65540B105 Page
10
of 14 Pages

The Side Letter

On February 15, 2017, the Issuer entered into a letter agreement with the Management Company (the Side Letter) in connection with the
negotiation and discussion of a possible minority equity investment in the Issuer. In addition to obligations of confidentiality and non-solicitation, the Management Company generally agreed, among other things, not to acquire additional equity
securities of the Issuer for a period of one year following the date of the Side Letter. The Purchase Agreement extended the term of this standstill provision from one year to two years following the date of the Side Letter.

Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or
relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of
such securities, finders fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement by and among Thomas E. Lynch, Scott P. Scharfman, Mill Road Capital II GP LLC and Mill Road Capital II, L.P. dated March 23, 2017.
Exhibit 2 Confirming Statement of Thomas E. Lynch dated March 23, 2017.
Exhibit 3 Confirming Statement of Scott P. Scharfman dated March 23, 2017.
Exhibit 4 Securities Purchase Agreement between Noodles & Company and Mill Road Capital II, L.P. dated March 13, 2017 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on
March 14, 2017).
Exhibit 5 Letter Agreement between Noodles & Company and Mill Road Capital Management LLC dated February 15, 2017 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on
March 14, 2017).

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