FORM OF PURCHASE AGREEMENTPurchase Agreement • April 12th, 2012 • Cosi Inc • Retail-eating places • New York
This PURCHASE AGREEMENT (this “Agreement”), dated as of [●], 2012, is by and among Così, Inc., a Delaware corporation (the “Company”), and [●] (“Purchaser”).
AMENDMENT TO THE RIGHTS AGREEMENT BY AND BETWEEN COSI, INC. AND AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC DATED AS OF [=], 2012Rights Agreement • April 12th, 2012 • Cosi Inc • Retail-eating places • Delaware
This AMENDMENT (this “Amendment”), dated as of [=], 2012, to the Rights Agreement, dated as of November 21, 2002, as amended on April 3, 2003 and January 6, 2010 (the “Rights Agreement”), by and between Cosi, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment that are not otherwise defined herein have the meaning ascribed to such terms in the Rights Agreement
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • April 12th, 2012 • Cosi Inc • Retail-eating places • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of __________________, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and COSI, INC. (the “Company”).
April 12, 2012 Ms. Vicki Baue Cosi, Inc. 1751 Lake Cook Road, Suite 600 Deerfield, IL 60015 Re: Rights Offering for Cosi, Inc.Letter of Agreement • April 12th, 2012 • Cosi Inc • Retail-eating places • New York
This Letter of Agreement sets forth the terms and conditions of engagement of Phoenix Advisory Partners, a division of American Stock Transfer & Trust, LLC (“Phoenix”) by Cosi, Inc. (“COSI”) to act as information agent in connection with its rights offering (the “Rights Offer”).
