AMENDMENT TO THE RIGHTS AGREEMENT BY AND BETWEEN COSI, INC. AND AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC DATED AS OF [=], 2012

“Acquiring Person” means any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, is the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the Voting Stock (as such term is hereinafter defined) of the Corporation then outstanding; provided, that an Acquiring Person shall not include (i) an Exempt Person (as such term is hereinafter defined), (ii) any Person, together with all Affiliates and Associates of such Person, who or which is the Beneficial Owner of 15% or more of the Voting Stock but no more than 19.9% of the Voting Stock by reason of the 2010 Permitted Transaction and/or the 2012 Permitted Transaction, and who or which would not be an Acquiring Person if not for such acquisition of Voting Stock of the Corporation pursuant to the 2010 Permitted Transaction and/or the

2012 Permitted Transaction or (iii) any Person, together with all Affiliates and Associates of such Person, who or which would be an Acquiring Person solely by reason of (A) being the Beneficial Owner of shares of Voting Stock of the Corporation, the Beneficial Ownership of which was acquired by such Person pursuant to any action or transaction or series of related actions or transactions approved by the Board of Directors (other than the Permitted Transaction) before such Person otherwise became an Acquiring Person or (B) a reduction in the number of issued and outstanding shares of Voting Stock of the Corporation pursuant to a transaction or a series of related transactions approved by the Board of Directors of the Corporation; provided further, that if any Person described in clause (ii) does not become an Acquiring Person by reason of clause (ii), such Person shall nonetheless become an Acquiring Person in the event such Person thereafter acquires Beneficial Ownership of 1 or more shares of Voting Stock of the Corporation, unless the acquisition of such additional Voting Stock would not result in such Person becoming an Acquiring Person by reason of (A) or (B) of clause (iii); and provided further, that in the event such Person described in clause (iii) does not become an Acquiring Person by reason of subclause (A) or (B) of clause (iii), such Person nonetheless shall become an Acquiring Person in the event such Person thereafter acquires Beneficial Ownership of an additional 2% or more of the Voting Stock of the Corporation then outstanding, unless the acquisition of such additional Voting Stock would not result in such Person becoming an Acquiring Person by reason of subclause (A) or (B) of clause (iii). Notwithstanding the foregoing, if the Board of Directors of the Corporation determines in good faith that a Person who would otherwise be an “Acquiring Person” as defined pursuant to the foregoing provisions of this paragraph (a) has become such inadvertently, and such Person divests as promptly as practicable (as determined in good faith by the Board of Directors) a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person” as defined pursuant to the foregoing provisions of this definition, then such Person shall not be deemed an “Acquiring Person” for any purposes of this Rights Agreement. In determining what is “as promptly as practicable” the Board may take into account such factors as the impact of the divestment on the market price of the Corporation’s Common Stock, the average volume of trading in its shares, and other factors that may affect its stockholders or the price of its common stock.

“2010 Permitted Transaction” means the purchase of shares of Common Stock of the Corporation pursuant to the exercise of non-transferable subscription rights in accordance with and pursuant to the terms of the Corporation’s rights offering prospectus as set forth in that certain Registration Statement on Form S-3 (Registration No. 333-162233) filed by the Corporation with the Securities and Exchange Commission and any amendments or supplements thereto, subject to the prohibition contained therein against owning more than 19.9% of the

Corporation’s outstanding Common Stock as a result of the exercise of such subscription rights.

“2012 Permitted Transaction” means the purchase of shares of Common Stock of the Corporation pursuant to the exercise of non-transferable subscription rights in accordance with and pursuant to the terms of the Corporation’s rights offering prospectus as set forth in that certain Registration Statement on Form S-1 (Registration No. 333-[=]) filed by the Corporation with the Securities and Exchange Commission and any amendments or supplements thereto, subject to the prohibition contained therein against owning more than 19.9% of the Corporation’s outstanding Common Stock as a result of the exercise of such subscription rights.

COSI, INC.

By: 

Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: Chief Financial Officer

AMERICAN STOCK TRANSFER AND
TRUST COMPANY, LLC

By:

Name:

Title: