0000950123-09-047408 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • September 30th, 2009 • Cosi Inc • Retail-eating places • New York

This PURCHASE AGREEMENT (this “Agreement”), dated as of September 28, 2009, is by and among Così, Inc., a Delaware corporation (the “Company”), and [•] (“Purchaser”).

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September 29, 2009 Ms. Vicki Baue Cosi, Inc. 1751 Lake Cook Road, Suite 600 Deerfield, IL 60015 Re: Rights Offering for Cosi, Inc. Dear Vicki:
Letter of Agreement • September 30th, 2009 • Cosi Inc • Retail-eating places • New York

This Letter of Agreement sets forth the terms and conditions of engagement of Laurel Hill Advisory Group, LLC (“Laurel Hill”) by Cosi, Inc. (“COSI”) to act as information agent in connection with its rights offering (the “Rights Offer”).

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • September 30th, 2009 • Cosi Inc • Retail-eating places

In connection with your appointment as Subscription Agent in the transaction described herein, Inc. (the Company), hereby confirms its arrangements with you as follows:

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