Not Exercisable After 5:00 P.M. Central on May 20, 2017 Cosi, Inc. Warrant to Purchase Common Stock (May 23rd, 2014)
This Warrant is issued in accordance with the terms and conditions of the Senior Secured Note Purchase Agreement by and among the Company and the original holder of this Warrant and AB Value Partners, L.P. as of the date hereof and the Senior Secured Promissory Note issued by the Company to the original holder of this Warrant as of the date hereof (the "Note"). Capitalized terms used but not defined herein shall have the meanings given such terms in the Note.
Contract (April 17th, 2014)
THIS SENIOR SECURED PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.
Cosi, Inc. Completes Issuance of $5,000,000 Senior Secured Promissory Note (April 17th, 2014)
DEERFIELD, IL - April 14, 2014 - Cosi, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced that it has entered into a Senior Secured Promissory Note Purchase Agreement ("Note Purchase Agreement") with Milfam II L.P. pursuant to which the Company sold a $5.0 million Senior Secured Promissory Note (the "Note") to Milfam II L.P. Interest will accrue on the principal amount of the Note at the rate of 9%, compounded semi-annually, and will be paid in arrears semi-annually. The Company may elect to pay the first two interest payments in kind at 11%. The Note is payable in full on the third anniversary from the effective date of issue. The Note is senior to all other obligations of the Company and secured by all assets of the Company and its currently-owned subsidiaries.
Not Exercisable After 5:00 P.M. Central on April 13, 2017 Cosi, Inc. Warrant to Purchase Common Stock (April 17th, 2014)
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.
CERTIFICATE OF DESIGNATIONS OF SERIES E JUNIOR PARTICIPATING PREFERRED STOCK OF COSI, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (November 13th, 2013)
COSI, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the "Corporation"), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting duly called and held on November 12, 2013:
Amendment No. 3 to the Rights Agreement by and Between Cosi, Inc. And American Stock Transfer and Trust Company, Llc Dated as of June 30, 2012 (July 11th, 2012)
This AMENDMENT (this "Amendment"), dated as of June 30, 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
Cosi, Inc. 1751 Lake Cook Road, Suite 600 Deerfield, Illinois 60015 (September 23rd, 2011)
This letter will confirm the agreement between you and Cosi, Inc. ("Cosi") to provide you with certain benefits upon termination of employment in certain circumstances.
Asset Purchase and Sale Agreement (April 30th, 2010)
THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of April [ ], 2010, by and among COSI, INC., a Delaware corporation ("Cosi"), having its principal offices at 1751 Lake Cook Road, Suite 600, Deerfield, Illinois 60015, and COSI SANDWICH BAR, INC., a Delaware corporation and wholly-owned subsidiary of Cosi ("Cosi Sandwich Bar" and together with Cosi, "Seller") on the one hand, and CAPITOL C HOLDINGS LLC, a Delaware limited liability company ("Holdings") having its principal offices at c/o Capitol Q Restaurants LLC, 152 West 57th Street, 46th Floor, New York, New York 10019, and CAPITOL C RESTAURANTS LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings ("Capitol C Restaurants" and, together with Holdings, "Purchaser"), on the other hand.
Amendment to the Rights Agreement by and Between Cosi, Inc. And American Stock Transfer and Trust Company, Llc Dated as of January 6, 2010 (January 12th, 2010)
This AMENDMENT (this "Amendment"), dated as of January 6, 2010, to the Rights Agreement, dated as of November 21, 2002 (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
Contract (December 19th, 2008)
EXHIBIT 10.2 EXECUTION DOCUMENT CHANGE IN CONTROL SEVERANCEAGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement") is made and entered into as of _________________, 2008 (the "Effective Date") by and between WILLIAM KOZIEL ("Executive") and COSI, INC., a Delaware corporation (the "Company"). RECITALS: WHEREAS, the Board of Directors (the "Board") has approved a Change in Control agreement to provide Executive with certain benefits upon termination of employment (in certain circumstances). AGREEMENT: NOW, THEREFORE, In consideration of the mutual covenants herein contained and the continued employment of Employee by the Company, the parties hereto agree as follows: 1. Term of Agreement. This Agreement shall commence on the Effective Date and continue in effect through December 31, 2011;
Separation Agreement and General Release (November 8th, 2007)
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (Agreement) is entered into as of October 17, 2007, by and between COSI, INC., a Delaware corporation, its subsidiaries, and successors and assigns (collectively, the Company), and GILBERT MELOTT, a resident of the State of Illinois (Employee).