SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note Purchase Agreement • April 17th, 2014 • Cosi Inc • Retail-eating places • New York
This Senior Secured Note Purchase Agreement (the “Agreement”) is made as of April 14, 2014 by and among Cosi, Inc., a Delaware corporation (the “Company”), and Milfam II L.P., a Georgia limited partnership (“Purchaser”).
NOT EXERCISABLE AFTER 5:00 P.M. CENTRAL ON APRIL 13, 2017 COSI, INC. WARRANT TO PURCHASE COMMON STOCKWarrant • April 17th, 2014 • Cosi Inc • Retail-eating places • Delaware
This is to certify that, FOR VALUE RECEIVED, Milfam II L.P., having an office at 222, Lakeview Avenue, Suite 160-365, West Palm Beach, Florida 33401, or its designee (“holder”), is entitled, subject to the terms of this Warrant, to purchase from Cosi, Inc., a Delaware corporation (the “Company”), at any time or times after 5:00 pm on the date hereof, but prior to April 13, 2017 (the “Warrant Maturity Date”), during business hours on a day on which banking institutions are authorized to conduct business in the City of Deerfield, Illinois, prior to 5:00 pm., Deerfield, Illinois time (each such time, the “Purchase Date”), the Warrant Shares (defined below) at the Per Share Price (defined below). The number of Warrant Shares to be received upon the exercise of this Warrant and the Per Share Price may be adjusted from time to time as hereinafter set forth.
