Ms. Vicki
Baue
Cosi, Inc.
1751 Lake Cook Road, Suite 600
Deerfield, IL 60015
Re: Rights
Offering for Cosi, Inc.
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”).
Under the terms
of this Agreement:
Services : Laurel Hill shall perform the following
services:
Prior to
filing the rights offer:
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a)
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Review the documents and make
recommendations where appropriate;
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b)
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Devise and implement the most
efficient strategy for obtaining the support of both
“street-name” and registered shareholders and recommend
the specific tactics necessary to maximize
participation;
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In
conjunction with the filing of the rights offer:
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c)
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Draft, print and mail the requisite
search notice to all banks, brokers and nominees, performing
follow-up communication where necessary with those firms which do
not respond to the initial notice;
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d)
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Follow up with each bank and broker
(including ADP/Broadridge) to confirm receipt of all material and
make certain that all material has been forwarded in a timely
manner;
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e)
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Monitor and solicit positions on a
daily basis, regularly communicating with COSI regarding the status
of these positions;
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f)
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Commence a telephone solicitation
campaign from selected registered and “street-name”
retail holders, if mutually agreed;
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g)
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Conduct the solicitation of
participation from banks, brokers and nominees, with direct phone
contact of all major institutional hold
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