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FORM OF LETTER
Subscription Rights to Purchase Shares of Common Stock
Offered Pursuant to Subscription Rights
To Security Dealers, Commercial
This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the “ Rights Offering ”) by Cosi, Inc. (“ Cosi ”) of shares of Common Stock (as such term is defined below), pursuant to non-transferable subscription rights (the “ Rights ”) distributed to all holders of record (the “ Recordholders ”) of shares of Cosi common stock, par value $0.01 per share (the “ Common Stock ”), at 5:00 p.m., New York City time, on [●], 2012 (the “ Record Date ”). The Rights and Common Stock are described in the offering prospectus dated [●], 2012 (the “ Prospectus ”).
In the Rights Offering, Cosi is offering an aggregate of [●] shares of Common Stock, as described in the Prospectus.
The Rights will expire, if not exercised prior to 5:00 p.m., New York City time, on [●], 2012, unless extended (the “ Expiration Time ”).
As described in the accompanying Prospectus, each beneficial owner of shares of Common Stock registered in your name or the name of your nominee is entitled to one Right for each share of Common Stock owned by such beneficial owner at 5:00 p.m., New York City time, on the Record Date. Each Right will allow the holder thereof to subscribe for [●] shares of Common Stock (the “ Basic Subscription Privilege ”) at the cash price of $[●] per full share (the “ Subscription Price ”). For example, if a Recordholder owned 100 shares of Common Stock as of 5:00 p.m., New York City time on the Record Date, it would receive 100 Rights and would have the right to purchase [●] shares of Common Stock (rounded down to [●] shares, with the total subscription payment being adjusted accordingly, as discussed below) for the Subscription Price.
If a holder purchases all of the shares of common stock available to it pursuant to its Basic Subscription Privilege, it may also exercise an over-subscription privilege (the “ Over-Subscription Privilege ”) to purchase a portion of any shares of Common Stock that are not purchased by stockholders through the exercise of their Basi