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 | 2005 |
Area Development Agreement
Area Development Agreement (80K)
Doc #1115024: Click preview link for longer preview.
exv10w6
EXHIBIT 10.6
COSI, INC.
AREA DEVELOPMENT AGREEMENT
Area Developer Name
Development Area
Date
1115024
|
Cosi
As referenced in this Area Development Agreement:
COSI, INC –
exv10w6
EXHIBIT 10.6
COSI, INC .
AREA DEVELOPMENT AGREEMENT
Area Developer Name
Development Area
Date
TABLE OF CONTENTS
Section
Page
1.
GRANT
1
2.
TERM
2
3.
DEVELOPMENT OBLIGATIONS
3
4.
AREA DEVELOPMENT FEE, INITIAL
_____________
Cosi, Inc – 148;) is made and entered into on this
day
of __________, 200
(the “Effective Date”), by and between:
¨
Cosi, Inc , a
Delaware
corporation whose
principal place of
business is 1751
Lake Cook Road,
6th
Floor, Deerfield,
Illinois 60015
(“Franchisor”); and
¨
a
[resident of]
[
_____________
Cosi, Inc – 148;) as set forth
in Exhibit A to this Agreement. In this regard, the parties further agree that:
Each Franchised Restaurant developed hereunder shall be operated pursuant to a separate
Cosi, Inc . Franchise Agreement (a “Franchise Agreement”) that shall be executed as provided in
Section 3.4 below.
For each Franchised Restaurant to be developed under this Agreement, Area
_____________
COSI, INC – Agreement.
[signature page follows]
11
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement in
duplicate on the day and year first above written.
COSI, INC .
Franchisor
Area Developer
By:
By:
Name:
Name:
Title:
Title:
Address for Notices:
Address for Notices:
Cosi, Inc.
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-
_____________
Cosi, Inc – delivered this Agreement in
duplicate on the day and year first above written.
COSI, INC.
Franchisor
Area Developer
By:
By:
Name:
Name:
Title:
Title:
Address for Notices:
Address for Notices:
Cosi, Inc .
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-8800
Fax: (847) 597-8884
Attn:
Attn: Department of Franchising
Telephone
:
Fax:
With copy to:
Cosi, Inc.
_____________
dt 1352633
;
|
Cosi
As referenced in this Area Development Agreement:
COSI, INC –
exv10w6
EXHIBIT 10.6
COSI, INC .
AREA DEVELOPMENT AGREEMENT
Area Developer Name
Development Area
Date
TABLE OF CONTENTS
Section
Page
1.
GRANT
1
2.
TERM
2
3.
DEVELOPMENT OBLIGATIONS
3
4.
AREA DEVELOPMENT FEE, INITIAL
_____________
Cosi, Inc – 148;) is made and entered into on this
day
of __________, 200
(the “Effective Date”), by and between:
¨
Cosi, Inc , a
Delaware
corporation whose
principal place of
business is 1751
Lake Cook Road,
6th
Floor, Deerfield,
Illinois 60015
(“Franchisor”); and
¨
a
[resident of]
[
_____________
Cosi, Inc – 148;) as set forth
in Exhibit A to this Agreement. In this regard, the parties further agree that:
Each Franchised Restaurant developed hereunder shall be operated pursuant to a separate
Cosi, Inc . Franchise Agreement (a “Franchise Agreement”) that shall be executed as provided in
Section 3.4 below.
For each Franchised Restaurant to be developed under this Agreement, Area
_____________
COSI, INC – Agreement.
[signature page follows]
11
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement in
duplicate on the day and year first above written.
COSI, INC .
Franchisor
Area Developer
By:
By:
Name:
Name:
Title:
Title:
Address for Notices:
Address for Notices:
Cosi, Inc.
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-
_____________
Cosi, Inc – delivered this Agreement in
duplicate on the day and year first above written.
COSI, INC.
Franchisor
Area Developer
By:
By:
Name:
Name:
Title:
Title:
Address for Notices:
Address for Notices:
Cosi, Inc .
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-8800
Fax: (847) 597-8884
Attn:
Attn: Department of Franchising
Telephone
:
Fax:
With copy to:
Cosi, Inc.
_____________
dt 1541567
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Full Doc
| 2002 |
Employee Stock Purchase Plan
Employee Stock Purchase Plan (39K)
Doc #1115305: Click preview link for longer preview.
COSI, INC.
EMPLOYEE STOCK PURCHASE PLAN
EFFECTIVE AS OF JULY 1, 2002
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> . . .
1115305
|
Cosi
As referenced in this Employee Stock Purchase Plan:
COSI, INC –
EMPLOYEE STOCK PURCHASE PLAN
EXHIBIT 10.2
COSI, INC .
EMPLOYEE STOCK PURCHASE PLAN
EFFECTIVE AS OF JULY 1, 2002
TABLE OF CONTENTS
Page
----
ARTICLE I
INTRODUCTION
Section 1.01 Purpose.......................................................................................1
Section
_____________
COSI, INC – 9
Section 12.06 Effective Date...............................................................................10
Section 12.07 No Employment Rights.........................................................................10
Section 12.08 Effect of Plan...............................................................................10
Section 12.09 Governing Law................................................................................10
-iii-
COSI, INC .
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
Section 1.01 Purpose. The purpose of the Cosi, Inc. Employee
Stock Purchase Plan (the "Plan") is to provide employees of Cosi,
_____________
Cosi, Inc – Effect of Plan...............................................................................10
Section 12.09 Governing Law................................................................................10
-iii-
COSI, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
Section 1.01 Purpose. The purpose of the Cosi, Inc . Employee
Stock Purchase Plan (the "Plan") is to provide employees of Cosi, Inc. (the
"Company") with an opportunity to purchase shares of common stock, par value
$.01 per share ("
_____________
Cosi, Inc – COSI, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
Section 1.01 Purpose. The purpose of the Cosi, Inc. Employee
Stock Purchase Plan (the "Plan") is to provide employees of Cosi, Inc . (the
"Company") with an opportunity to purchase shares of common stock, par value
$.01 per share ("Common Stock") of the Company through accumulated payroll
deductions.
Section 1.02 Rules
_____________
dt 1865455
;
|
Cosi
As referenced in this Employee Stock Purchase Plan:
COSI, INC –
EMPLOYEE STOCK PURCHASE PLAN
EXHIBIT 10.2
COSI, INC .
EMPLOYEE STOCK PURCHASE PLAN
EFFECTIVE AS OF JULY 1, 2002
TABLE OF CONTENTS
Page
----
ARTICLE I
INTRODUCTION
Section 1.01 Purpose.......................................................................................1
Section
_____________
COSI, INC – 9
Section 12.06 Effective Date...............................................................................10
Section 12.07 No Employment Rights.........................................................................10
Section 12.08 Effect of Plan...............................................................................10
Section 12.09 Governing Law................................................................................10
-iii-
COSI, INC .
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
Section 1.01 Purpose. The purpose of the Cosi, Inc. Employee
Stock Purchase Plan (the "Plan") is to provide employees of Cosi,
_____________
Cosi, Inc – Effect of Plan...............................................................................10
Section 12.09 Governing Law................................................................................10
-iii-
COSI, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
Section 1.01 Purpose. The purpose of the Cosi, Inc . Employee
Stock Purchase Plan (the "Plan") is to provide employees of Cosi, Inc. (the
"Company") with an opportunity to purchase shares of common stock, par value
$.01 per share ("
_____________
Cosi, Inc – COSI, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
Section 1.01 Purpose. The purpose of the Cosi, Inc. Employee
Stock Purchase Plan (the "Plan") is to provide employees of Cosi, Inc . (the
"Company") with an opportunity to purchase shares of common stock, par value
$.01 per share ("Common Stock") of the Company through accumulated payroll
deductions.
Section 1.02 Rules
_____________
dt 1868253
|
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Full Doc
| 2005 |
Employment Agreement
Employment Agreement (25K)
Doc #1115038: Click preview link for longer preview.
exv10w5w11
EXHIBIT 10.5.11
Cosi, Inc.
Employment . . .
1115038
|
Cosi
As referenced in this Employment Agreement:
Cosi, Inc –
exv10w5w11
EXHIBIT 10.5.11
Cosi, Inc .
Employment Agreement
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 9th
day of May, 2005 (the “Effective Date”), by and between Cosi,
_____________
Cosi, Inc – Cosi, Inc.
Employment Agreement
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 9th
day of May, 2005 (the “Effective Date”), by and between Cosi, Inc ., a Delaware
corporation (“Cosi”), and Kevin Armstrong (“Mr. Armstrong”).
Cosi and Mr. Armstrong wish to confirm the terms and conditions upon which Mr.
Armstrong agrees
_____________
Cosi, Inc – shall grant to Mr. Armstrong
300,000 shares of Cosi’s authorized but unissued common stock, $0.01 par
value, (the “Initial Restricted Stock”), pursuant to the Cosi, Inc . 2005
Long-Term Incentive Plan (“LTIP”). The grant of Initial Restricted Stock
shall be awarded to Mr. Armstrong on May 9, 2005, pursuant to the LTIP,
subject
_____________
Cosi, inc – the following benefits:
(a) Healthcare and Insurance. Mr. Armstrong shall be entitled to
participate in any employee benefit plan program or arrangement of Cosi
generally made available to executives of Cosi, inc luding medical, dental,
vision, life, accidental death and dismemberment, and long-term disability
insurance, on the same basis as other Cosi executive employees are entitled to
participate. Cosi shall pay
_____________
COSI, INC – OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
THESE SHARES ARE SUBJECT TO AN EMPLOYMENT AGREEMENT DATED AS OF May 9,
2005, BY AND BETWEEN COSI, INC ., AND MR. ARMSTRONG.
8. Confidential Information. Mr. Armstrong acknowledges and agrees
that during his employment with Cosi and following the termination of his employment
for any reason, he will
_____________
dt 1352634
;
|
Cosi
As referenced in this Employment Agreement:
Cosi, Inc –
exv10w5w11
EXHIBIT 10.5.11
Cosi, Inc .
Employment Agreement
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 9th
day of May, 2005 (the “Effective Date”), by and between Cosi,
_____________
Cosi, Inc – Cosi, Inc.
Employment Agreement
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 9th
day of May, 2005 (the “Effective Date”), by and between Cosi, Inc ., a Delaware
corporation (“Cosi”), and Kevin Armstrong (“Mr. Armstrong”).
Cosi and Mr. Armstrong wish to confirm the terms and conditions upon which Mr.
Armstrong agrees
_____________
Cosi, Inc – shall grant to Mr. Armstrong
300,000 shares of Cosi’s authorized but unissued common stock, $0.01 par
value, (the “Initial Restricted Stock”), pursuant to the Cosi, Inc . 2005
Long-Term Incentive Plan (“LTIP”). The grant of Initial Restricted Stock
shall be awarded to Mr. Armstrong on May 9, 2005, pursuant to the LTIP,
subject
_____________
Cosi, inc – the following benefits:
(a) Healthcare and Insurance. Mr. Armstrong shall be entitled to
participate in any employee benefit plan program or arrangement of Cosi
generally made available to executives of Cosi, inc luding medical, dental,
vision, life, accidental death and dismemberment, and long-term disability
insurance, on the same basis as other Cosi executive employees are entitled to
participate. Cosi shall pay
_____________
COSI, INC – OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
THESE SHARES ARE SUBJECT TO AN EMPLOYMENT AGREEMENT DATED AS OF May 9,
2005, BY AND BETWEEN COSI, INC ., AND MR. ARMSTRONG.
8. Confidential Information. Mr. Armstrong acknowledges and agrees
that during his employment with Cosi and following the termination of his employment
for any reason, he will
_____________
dt 1541568
|
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Full Doc
| 2003 |
Employment Agreement
Employment Agreement (17K)
Doc #1115182: Click preview link for longer preview.
AGREEMENT entered into effective as of the 20th day of August, 2003 (the
"Effective Date"), by and between Cosi, Inc., a Delaware corporation ("Cosi"),
and Jonathan M. Wainwright, Jr. ("Mr. Wainwright").
Cosi and Mr. Wainwright wish to confirm the terms and conditions on which
Mr. Wainwright has agreed to continue to provide services to Cosi.
ACCORDINGLY, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Cosi and Mr. Wainwright hereby agree as . . .
1115182
|
Cosi
As referenced in this Employment Agreement:
COSI, INC –
EX-10.3
8
y91423exv10w3.txt
EMPLOYMENT AGREEMENT FOR JONATHAN M. WAINWRIGHT
Exhibit 10.3
COSI, INC .
EMPLOYMENT AGREEMENT
AGREEMENT entered into effective as of the 20th day of August, 2003 (the
"Effective Date"), by and between Cosi, Inc., a Delaware corporation ("Cosi"),
and Jonathan M.
_____________
Cosi, Inc – JONATHAN M. WAINWRIGHT
Exhibit 10.3
COSI, INC.
EMPLOYMENT AGREEMENT
AGREEMENT entered into effective as of the 20th day of August, 2003 (the
"Effective Date"), by and between Cosi, Inc ., a Delaware corporation ("Cosi"),
and Jonathan M. Wainwright, Jr. ("Mr. Wainwright").
Cosi and Mr. Wainwright wish to confirm the terms and conditions on which
Mr. Wainwright has agreed to
_____________
Cosi, Inc – to be given hereunder shall
be in writing and shall be delivered by hand or mailed by certified mail, return
receipt requested, postage prepaid, addressed as follows:
To Mr. Wainwright: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attn: Jonathan M. Wainwright, Jr.
- 5 -
To Cosi: Cosi, Inc.
242 West 36th Street
New York, NY 10018
Attn: General
_____________
Cosi, Inc – return
receipt requested, postage prepaid, addressed as follows:
To Mr. Wainwright: Cosi, Inc.
242 West 36th Street
New York, NY 10018
Attn: Jonathan M. Wainwright, Jr.
- 5 -
To Cosi: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attn: General Counsel
or to such other address as each of the above may designate to the other in
writing. Notices
_____________
Cosi, Inc – WITNESS WHEREOF, Cosi has caused this Agreement to be duly executed on
its behalf and Mr. Wainwright has hereunto set his hand, all as of the date
first above written.
Cosi, Inc . Jonathan M. Wainwright
By: /s/ Kevin Armstrong /s/ Jonathan M. Wainwright
---------------------- ----------------------------
- 7 -
_____________
dt 1352635
;
|
Cosi
As referenced in this Employment Agreement:
COSI, INC –
EX-10.3
8
y91423exv10w3.txt
EMPLOYMENT AGREEMENT FOR JONATHAN M. WAINWRIGHT
Exhibit 10.3
COSI, INC .
EMPLOYMENT AGREEMENT
AGREEMENT entered into effective as of the 20th day of August, 2003 (the
"Effective Date"), by and between Cosi, Inc., a Delaware corporation ("Cosi"),
and Jonathan M.
_____________
Cosi, Inc – JONATHAN M. WAINWRIGHT
Exhibit 10.3
COSI, INC.
EMPLOYMENT AGREEMENT
AGREEMENT entered into effective as of the 20th day of August, 2003 (the
"Effective Date"), by and between Cosi, Inc ., a Delaware corporation ("Cosi"),
and Jonathan M. Wainwright, Jr. ("Mr. Wainwright").
Cosi and Mr. Wainwright wish to confirm the terms and conditions on which
Mr. Wainwright has agreed to
_____________
Cosi (inc – revenues are derived from
retail sales of sandwiches and non-alcoholic beverages (any of the foregoing, a
"Competitive Business"), within a 25 mile radius of any place of business of
Cosi (inc luding franchised operations) or of any place where Cosi (or one of its
franchised operations) has done business since the Effective Date of this
Agreement. Notwithstanding, the above, ownership by
_____________
Cosi, Inc – to be given hereunder shall
be in writing and shall be delivered by hand or mailed by certified mail, return
receipt requested, postage prepaid, addressed as follows:
To Mr. Wainwright: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attn: Jonathan M. Wainwright, Jr.
- 5 -
To Cosi: Cosi, Inc.
242 West 36th Street
New York, NY 10018
Attn: General
_____________
Cosi, Inc – return
receipt requested, postage prepaid, addressed as follows:
To Mr. Wainwright: Cosi, Inc.
242 West 36th Street
New York, NY 10018
Attn: Jonathan M. Wainwright, Jr.
- 5 -
To Cosi: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attn: General Counsel
or to such other address as each of the above may designate to the other in
writing. Notices
_____________
dt 1541569
|
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Full Doc
| 2003 |
Employment Agreement
Employment Agreement (21K)
Doc #1115217: Click preview link for longer preview.
Employment Agreement
Agreement dated and effective June 26, 2003, by and between Cosi, Inc., a
Delaware corporation ("Cosi"), and William D. Forrest ("Mr. Forrest").
Cosi and Mr. Forrest wish to confirm the terms and conditions on which Mr.
Forrest has agreed to provide services to Cosi, as its Executive Chairman.
Accordingly, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Cosi and Mr. Forrest hereby agree as follows:
1. . . .
1115217
|
Cosi
As referenced in this Employment Agreement:
Cosi, Inc –
EX-10.4.3
9
co245393ex10_4-3.txt
EMPLOYMENT AGREEMENT
EXHIBIT 10.4.3
EXECUTION COPY
Cosi, Inc .
Employment Agreement
Agreement dated and effective June 26, 2003, by and between Cosi, Inc., a
Delaware corporation ("Cosi"), and William D. Forrest ("Mr. Forrest").
Cosi and Mr. Forrest wish
_____________
Cosi, Inc – SEQUENCE>9
co245393ex10_4-3.txt
EMPLOYMENT AGREEMENT
EXHIBIT 10.4.3
EXECUTION COPY
Cosi, Inc.
Employment Agreement
Agreement dated and effective June 26, 2003, by and between Cosi, Inc ., a
Delaware corporation ("Cosi"), and William D. Forrest ("Mr. Forrest").
Cosi and Mr. Forrest wish to confirm the terms and conditions on which Mr.
Forrest has agreed to provide
_____________
Cosi, inc – to owners or
operators of restaurants in any market in which Cosi owns or operates a
restaurant; or
(b) solicit the employment or engagement of, or hire, any employee
of Cosi, inc luding any employee who was such at any time during the last
six (6) months of his engagement with Cosi.
-2-
6. Specific Enforcement/Survival. Mr. Forrest expressly recognizes
_____________
COSI, INC – OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THESE SHARES ARE SUBJECT TO AN EMPLOYMENT AGREEMENT DATED
AS OF JUNE 24, 2003 BY AND BETWEEN COSI, INC . AND WILLIAM D.
FORREST.
9. Termination. This Agreement shall be for term of three (3) years,
commencing on April 1, 2003 and ending on March 31, 2006, provided that (
_____________
Cosi, Inc – mail, return
receipt requested, postage prepaid, addressed as follows:
To Mr. Forrest: Mr. William D. Forrest
c/o Gleacher Partners, LLC
660 Madison Avenue
New York, NY 10021
To Cosi: Cosi, Inc .
Attention: Board of Directors
242 West 36th Street
New York, NY 10018
or to such other address as each of the above may designate to the other in
writing.
_____________
dt 1352636
;
|
Cosi
As referenced in this Employment Agreement:
Cosi, Inc –
EX-10.4.3
9
co245393ex10_4-3.txt
EMPLOYMENT AGREEMENT
EXHIBIT 10.4.3
EXECUTION COPY
Cosi, Inc .
Employment Agreement
Agreement dated and effective June 26, 2003, by and between Cosi, Inc., a
Delaware corporation ("Cosi"), and William D. Forrest ("Mr. Forrest").
Cosi and Mr. Forrest wish
_____________
Cosi, Inc – SEQUENCE>9
co245393ex10_4-3.txt
EMPLOYMENT AGREEMENT
EXHIBIT 10.4.3
EXECUTION COPY
Cosi, Inc.
Employment Agreement
Agreement dated and effective June 26, 2003, by and between Cosi, Inc ., a
Delaware corporation ("Cosi"), and William D. Forrest ("Mr. Forrest").
Cosi and Mr. Forrest wish to confirm the terms and conditions on which Mr.
Forrest has agreed to provide
_____________
Cosi, inc – to owners or
operators of restaurants in any market in which Cosi owns or operates a
restaurant; or
(b) solicit the employment or engagement of, or hire, any employee
of Cosi, inc luding any employee who was such at any time during the last
six (6) months of his engagement with Cosi.
-2-
6. Specific Enforcement/Survival. Mr. Forrest expressly recognizes
_____________
COSI, INC – OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THESE SHARES ARE SUBJECT TO AN EMPLOYMENT AGREEMENT DATED
AS OF JUNE 24, 2003 BY AND BETWEEN COSI, INC . AND WILLIAM D.
FORREST.
9. Termination. This Agreement shall be for term of three (3) years,
commencing on April 1, 2003 and ending on March 31, 2006, provided that (
_____________
Cosi, Inc – mail, return
receipt requested, postage prepaid, addressed as follows:
To Mr. Forrest: Mr. William D. Forrest
c/o Gleacher Partners, LLC
660 Madison Avenue
New York, NY 10021
To Cosi: Cosi, Inc .
Attention: Board of Directors
242 West 36th Street
New York, NY 10018
or to such other address as each of the above may designate to the other in
writing.
_____________
dt 1541570
|
Preview
Full Doc
| 2002 |
Employment Agreement
Employment Agreement (50K)
Doc #1115316: Click preview link for longer preview.
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC., a Delaware corporation (the
"Company"), and Andy Stenzler (the "Executive").
RECITAL
The Executive is currently employed as the Chairman and Co-Chief
Executive Officer of the Company and is being retained as Chairman and Chief
Executive Officer of the Company, and the parties have negotiated this Agreement
in consideration of the Executive's valuable services and leadership.
. . .
1115316
|
Cosi
As referenced in this Employment Agreement:
COSI, INC – DESCRIPTION>EMPLOYMENT AGREEMENT
Exhibit 10.5.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC ., a Delaware corporation (the
"Company"), and Andy Stenzler (the "Executive").
RECITAL
The Executive is currently employed as the Chairman and Co-Chief
Executive Officer of the Company and is
_____________
Cosi, Inc – the Executive's age
and employment with the Company equals or exceeds 65.
(i) "Senior Management" means the senior executive management of
the Company.
(j) "Stock Option Plan" means the Cosi, Inc . Stock Incentive Plan,
as the same may be amended from time to time, the Cosi
Sandwich Bar, Inc. 1996 Incentive Stock Option Plan, and any
other similar plans which
_____________
Cosi, Inc – and subject to the
conditions of this Agreement.
SECTION 4. POSITION, DUTIES AND RESPONSIBILITIES. During the Period of
Employment, the Executive shall serve as Chairman and Chief Executive Officer of
Cosi, Inc . The Executive shall report to the Board and shall have such powers
and authority, subject to the direction and control of the Board or the
Company's by-laws,
_____________
Cosi, Inc – mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO THE EXECUTIVE: Andy Stenzler
303 East 57th Street, Apt. 25J
New York, New York 10022
IF TO THE COMPANY: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attention: Pam Palladino
SECTION 17. GOVERNING LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the
_____________
COSI, INC – its seal pursuant to the specific authorization of
its board of directors and the Executive has hereunto set his hand and seal on
the day and year first above written.
COSI, INC .
By:/s/ Jonathan M. Wainwright, Jr.
-------------------------------------
EXECUTIVE
By:/s/ Andrew Stenzler
-------------------------------------
13
EXHIBIT A
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered
into as
_____________
dt 1352640
;
|
Cosi
As referenced in this Employment Agreement:
COSI, INC – DESCRIPTION>EMPLOYMENT AGREEMENT
Exhibit 10.5.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC ., a Delaware corporation (the
"Company"), and Andy Stenzler (the "Executive").
RECITAL
The Executive is currently employed as the Chairman and Co-Chief
Executive Officer of the Company and is
_____________
Cosi, Inc – the Executive's age
and employment with the Company equals or exceeds 65.
(i) "Senior Management" means the senior executive management of
the Company.
(j) "Stock Option Plan" means the Cosi, Inc . Stock Incentive Plan,
as the same may be amended from time to time, the Cosi
Sandwich Bar, Inc. 1996 Incentive Stock Option Plan, and any
other similar plans which
_____________
Cosi, Inc – and subject to the
conditions of this Agreement.
SECTION 4. POSITION, DUTIES AND RESPONSIBILITIES. During the Period of
Employment, the Executive shall serve as Chairman and Chief Executive Officer of
Cosi, Inc . The Executive shall report to the Board and shall have such powers
and authority, subject to the direction and control of the Board or the
Company's by-laws,
_____________
Cosi, Inc – mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO THE EXECUTIVE: Andy Stenzler
303 East 57th Street, Apt. 25J
New York, New York 10022
IF TO THE COMPANY: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attention: Pam Palladino
SECTION 17. GOVERNING LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the
_____________
COSI, INC – its seal pursuant to the specific authorization of
its board of directors and the Executive has hereunto set his hand and seal on
the day and year first above written.
COSI, INC .
By:/s/ Jonathan M. Wainwright, Jr.
-------------------------------------
EXECUTIVE
By:/s/ Andrew Stenzler
-------------------------------------
13
EXHIBIT A
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered
into as
_____________
dt 1541574
|
Preview
Full Doc
| 2002 |
Employment Agreement
Employment Agreement (50K)
Doc #1115318: Click preview link for longer preview.
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC., a Delaware corporation (the
"Company"), and Jonathan M. Wainwright, Jr. (the "Executive").
RECITAL
The Executive is currently employed as the Co-Chief Executive Officer
of the Company and is being retained as President of the Company, and the
parties have negotiated this Agreement in consideration of the Executive's
valuable services and leadership.
NOW THEREFORE, in . . .
1115318
|
Cosi
As referenced in this Employment Agreement:
COSI, INC – DESCRIPTION>EMPLOYMENT AGREEMENT
Exhibit 10.5.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC ., a Delaware corporation (the
"Company"), and Jonathan M. Wainwright, Jr. (the "Executive").
RECITAL
The Executive is currently employed as the Co-Chief Executive Officer
of the Company and is
_____________
Cosi, Inc – the Executive's age
and employment with the Company equals or exceeds 65.
(h) "Senior Management" means the senior executive management of
the Company.
(i) "Stock Option Plan" means the Cosi, Inc . Stock Incentive Plan,
as the same may be amended from time to time, the Cosi
Sandwich Bar, Inc. 1996 Incentive Stock Option Plan, and any
other similar plans which
_____________
Cosi, Inc – 4, upon the terms and subject to the
conditions of this Agreement.
SECTION 4. POSITION, DUTIES AND RESPONSIBILITIES. During the Period of
Employment, the Executive shall serve as President of Cosi, Inc . The Executive
shall report to the Company's Chief Executive Officer and shall have such powers
and authority normally associated with the position of President at similarly
situated companies,
_____________
Cosi, Inc – mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO THE EXECUTIVE: Jonathan M. Wainwright, Jr.
7 Jones St. #16
New York, New York 10014
IF TO THE COMPANY: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attention: Pam Palladino
SECTION 17. GOVERNING LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the
_____________
COSI, INC – its seal pursuant to the specific authorization of
its board of directors and the Executive has hereunto set his hand and seal on
the day and year first above written.
COSI, INC .
By:/s/ Andrew Stenzler
-------------------------------
EXECUTIVE
By:/s/ Jonathan M. Wainwright, Jr.
-------------------------------
13
EXHIBIT A
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered into as
_____________
dt 1352641
;
|
Cosi
As referenced in this Employment Agreement:
COSI, INC – DESCRIPTION>EMPLOYMENT AGREEMENT
Exhibit 10.5.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC ., a Delaware corporation (the
"Company"), and Jonathan M. Wainwright, Jr. (the "Executive").
RECITAL
The Executive is currently employed as the Co-Chief Executive Officer
of the Company and is
_____________
Cosi, Inc – the Executive's age
and employment with the Company equals or exceeds 65.
(h) "Senior Management" means the senior executive management of
the Company.
(i) "Stock Option Plan" means the Cosi, Inc . Stock Incentive Plan,
as the same may be amended from time to time, the Cosi
Sandwich Bar, Inc. 1996 Incentive Stock Option Plan, and any
other similar plans which
_____________
Cosi, Inc – 4, upon the terms and subject to the
conditions of this Agreement.
SECTION 4. POSITION, DUTIES AND RESPONSIBILITIES. During the Period of
Employment, the Executive shall serve as President of Cosi, Inc . The Executive
shall report to the Company's Chief Executive Officer and shall have such powers
and authority normally associated with the position of President at similarly
situated companies,
_____________
Cosi, Inc – mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO THE EXECUTIVE: Jonathan M. Wainwright, Jr.
7 Jones St. #16
New York, New York 10014
IF TO THE COMPANY: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attention: Pam Palladino
SECTION 17. GOVERNING LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the
_____________
COSI, INC – its seal pursuant to the specific authorization of
its board of directors and the Executive has hereunto set his hand and seal on
the day and year first above written.
COSI, INC .
By:/s/ Andrew Stenzler
-------------------------------
EXECUTIVE
By:/s/ Jonathan M. Wainwright, Jr.
-------------------------------
13
EXHIBIT A
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered into as
_____________
dt 1541575
|
Preview
Full Doc
| 2002 |
Employment Agreement
Employment Agreement (50K)
Doc #1115319: Click preview link for longer preview.
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC., a Delaware corporation (the
"Company"), and Nicholas Marsh, III (the "Executive").
RECITAL
The Executive is currently employed as the President of the Company and
is being retained as Chief Operating Officer of the Company, and the parties
have negotiated this Agreement in consideration of the Executive's valuable
services and leadership.
NOW THEREFORE, in consideration of the . . .
1115319
|
Cosi
As referenced in this Employment Agreement:
COSI, INC – DESCRIPTION>EMPLOYMENT AGREEMENT
Exhibit 10.5.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC ., a Delaware corporation (the
"Company"), and Nicholas Marsh, III (the "Executive").
RECITAL
The Executive is currently employed as the President of the Company and
is being retained as Chief
_____________
Cosi, Inc – the Executive's age
and employment with the Company equals or exceeds 65.
(i) "Senior Management" means the senior executive management of
the Company.
(j) "Stock Option Plan" means the Cosi, Inc . Stock Incentive Plan,
as the same may be amended from time to time, the Cosi
Sandwich Bar, Inc. 1996 Incentive Stock Option Plan, and any
other similar plans which
_____________
Cosi, Inc – the terms and subject to the
conditions of this Agreement.
SECTION 4. POSITION, DUTIES AND RESPONSIBILITIES. During the Period of
Employment, the Executive shall serve as Chief Operating Officer of Cosi, Inc .
The Executive shall report to the Company's Chief Executive Officer and shall
have such powers and authority normally associated with the position of Chief
Operating Officer at similarly
_____________
Cosi, Inc – certified mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO THE EXECUTIVE: Nicholas Marsh, III
30 Christopher Street #4C
New York, New York 10014
IF TO THE COMPANY: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attention: Pam Palladino
SECTION 17. GOVERNING LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the
_____________
COSI, INC – its seal pursuant to the specific authorization of
its board of directors and the Executive has hereunto set his hand and seal on
the day and year first above written.
COSI, INC .
By: /s/ Andrew Stenzler
-----------------------------
EXECUTIVE
By: /s/ Nick Marsh
-----------------------------
13
EXHIBIT A
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered into as
of this
_____________
dt 1352642
;
|
Cosi
As referenced in this Employment Agreement:
COSI, INC – DESCRIPTION>EMPLOYMENT AGREEMENT
Exhibit 10.5.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC ., a Delaware corporation (the
"Company"), and Nicholas Marsh, III (the "Executive").
RECITAL
The Executive is currently employed as the President of the Company and
is being retained as Chief
_____________
Cosi, Inc – the Executive's age
and employment with the Company equals or exceeds 65.
(i) "Senior Management" means the senior executive management of
the Company.
(j) "Stock Option Plan" means the Cosi, Inc . Stock Incentive Plan,
as the same may be amended from time to time, the Cosi
Sandwich Bar, Inc. 1996 Incentive Stock Option Plan, and any
other similar plans which
_____________
Cosi, Inc – the terms and subject to the
conditions of this Agreement.
SECTION 4. POSITION, DUTIES AND RESPONSIBILITIES. During the Period of
Employment, the Executive shall serve as Chief Operating Officer of Cosi, Inc .
The Executive shall report to the Company's Chief Executive Officer and shall
have such powers and authority normally associated with the position of Chief
Operating Officer at similarly
_____________
Cosi, Inc – certified mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO THE EXECUTIVE: Nicholas Marsh, III
30 Christopher Street #4C
New York, New York 10014
IF TO THE COMPANY: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attention: Pam Palladino
SECTION 17. GOVERNING LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the
_____________
COSI, INC – its seal pursuant to the specific authorization of
its board of directors and the Executive has hereunto set his hand and seal on
the day and year first above written.
COSI, INC .
By: /s/ Andrew Stenzler
-----------------------------
EXECUTIVE
By: /s/ Nick Marsh
-----------------------------
13
EXHIBIT A
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered into as
of this
_____________
dt 1541576
|
Preview
Full Doc
| 2002 |
Employment Agreement
Employment Agreement (51K)
Doc #1115322: Click preview link for longer preview.
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC., a Delaware corporation (the
"Company"), and Andrew S. Wainwright, Jr. (the "Executive").
RECITAL
The Executive is currently employed as the Vice President and Co-Chief
Development Officer of the Company and is being retained as Vice President of
Real Estate of the Company, and the parties have negotiated this Agreement in
consideration of the Executive's valuable services and leadership. . . .
1115322
|
Cosi
As referenced in this Employment Agreement:
COSI, INC – DESCRIPTION>EMPLOYMENT AGREEMENT
Exhibit 10.5.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC ., a Delaware corporation (the
"Company"), and Andrew S. Wainwright, Jr. (the "Executive").
RECITAL
The Executive is currently employed as the Vice President and Co-Chief
Development Officer of the
_____________
Cosi, Inc – the Executive's age
and employment with the Company equals or exceeds 65.
(h) "Senior Management" means the senior executive management of
the Company.
(i) "Stock Option Plan" means the Cosi, Inc . Stock Incentive Plan,
as the same may be amended from time to time, the Cosi
Sandwich Bar, Inc. 1996 Incentive Stock Option Plan, and any
other similar plans which
_____________
Cosi,
Inc – and subject to the
conditions of this Agreement.
SECTION 4. POSITION, DUTIES AND RESPONSIBILITIES. During the Period of
Employment, the Executive shall serve as Vice President of Real Estate of Cosi,
Inc . The Executive shall report to the Chief Development Officer of the Company
(or such other individual who at any time is responsible for the Company's real
estate division),
_____________
Cosi, Inc – mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO THE EXECUTIVE: Andrew S. Wainwright
40 East 74th Street #5R
New York, New York 10021
IF TO THE COMPANY: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attention: Pam Palladino
SECTION 17. GOVERNING LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the
_____________
COSI, INC – its seal pursuant to the specific authorization of
its board of directors and the Executive has hereunto set his hand and seal on
the day and year first above written.
COSI, INC .
By: /s/ Andrew Stenzler
----------------------------------------
EXECUTIVE
/s/ Andrew S. Wainwright, Jr.
By: ----------------------------------------
13
EXHIBIT A
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered
into as
_____________
dt 1352643
;
|
Cosi
As referenced in this Employment Agreement:
COSI, INC – DESCRIPTION>EMPLOYMENT AGREEMENT
Exhibit 10.5.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (THE "AGREEMENT") is entered into as of this
1st day of January 2002, by and between COSI, INC ., a Delaware corporation (the
"Company"), and Andrew S. Wainwright, Jr. (the "Executive").
RECITAL
The Executive is currently employed as the Vice President and Co-Chief
Development Officer of the
_____________
Cosi, Inc – the Executive's age
and employment with the Company equals or exceeds 65.
(h) "Senior Management" means the senior executive management of
the Company.
(i) "Stock Option Plan" means the Cosi, Inc . Stock Incentive Plan,
as the same may be amended from time to time, the Cosi
Sandwich Bar, Inc. 1996 Incentive Stock Option Plan, and any
other similar plans which
_____________
Cosi,
Inc – and subject to the
conditions of this Agreement.
SECTION 4. POSITION, DUTIES AND RESPONSIBILITIES. During the Period of
Employment, the Executive shall serve as Vice President of Real Estate of Cosi,
Inc . The Executive shall report to the Chief Development Officer of the Company
(or such other individual who at any time is responsible for the Company's real
estate division),
_____________
Cosi, Inc – mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO THE EXECUTIVE: Andrew S. Wainwright
40 East 74th Street #5R
New York, New York 10021
IF TO THE COMPANY: Cosi, Inc .
242 West 36th Street
New York, NY 10018
Attention: Pam Palladino
SECTION 17. GOVERNING LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the
_____________
COSI, INC – its seal pursuant to the specific authorization of
its board of directors and the Executive has hereunto set his hand and seal on
the day and year first above written.
COSI, INC .
By: /s/ Andrew Stenzler
----------------------------------------
EXECUTIVE
/s/ Andrew S. Wainwright, Jr.
By: ----------------------------------------
13
EXHIBIT A
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered
into as
_____________
dt 1541577
|
Preview
Full Doc
| 2003 |
Letter Agreement
Letter Agreement (8K)
Doc #169812: Click preview link for longer preview.
July 3, 2003
Dear Kevin,
Congratulations! On behalf of Bill Forrest, Executive Chairman, and the Board of
Directors of Cosi, Inc., we are pleased to confirm the essentials of our
employment offer to you. In order to expedite the process, we are formally
extending this offer in writing. The following is a description of the terms of
your employment. Please be advised that this is not a contract for employment.
1. You agree to become an at-will employee of Cosi, Inc., in the position of
President and Chief Executive Officer, starting on a date to be mutually
determined.
2. You will report to Bill Forrest, the Executive Chairman, and the Board of
Directors. Your formal on-boarding plan will be created and will begin on
Monday, July 7th 2003.
3. You will be appointed to the Cosi, Inc Board of Directors to serve until
your earlier resignation or removal.
4. Your gross salary will be paid in bi-weekly installments of eleven
thousand five hundred thirty-eight dollars and forty-six cents
($11,538.46) equal to three hundred thousand dollars annually ($300,000).
5. You will receive an incentive plan to be mutually determined upon by you
and the Compensation Committee for the calendar year of 2004 where you
will have the ability to earn up to sixty-five percent (65%) of your base
salary.
169812
|
Cosi
As referenced in this Letter Agreement:
Cosi, Inc – PAGE}
Exhibit 10.1
July 3, 2003
Dear Kevin,
Congratulations! On behalf of Bill Forrest, Executive Chairman, and the Board of
Directors of Cosi, Inc ., we are pleased to confirm the essentials of our
employment offer to you. In order to expedite the process, we are formally
_____________
Cosi, Inc – your employment. Please be advised that this is not a contract for employment.
1. You agree to become an at-will employee of Cosi, Inc ., in the position of
President and Chief Executive Officer, starting on a date to be mutually
determined.
2. You will report to
_____________
Cosi, Inc – Your formal on-boarding plan will be created and will begin on
Monday, July 7th 2003.
3. You will be appointed to the Cosi, Inc Board of Directors to serve until
your earlier resignation or removal.
4. Your gross salary will be paid in bi-weekly installments
_____________
Cosi, Inc – Common Stock, at a price to be determined at the close of
the market on Monday, July 7th, 2003 pursuant to both the Cosi, Inc .,
Stock Incentive Plan and Stock Option Agreement in the form attached
hereto. This initial sign-on option grant will have a three (
_____________
Cosi, Inc – shall vest and become immediately exercisable in
full upon a Change of Control as defined in Appendix 1.
7. As an employee of Cosi, Inc you will be eligible to participate in "My
Slice of the Bread," a company wide stock-option bonus plan, it the
Company
_____________
dt 363107
;
Cosi
As referenced in this Letter Agreement:
Cosi, Inc – PAGE}
Exhibit 10.1
July 3, 2003
Dear Kevin,
Congratulations! On behalf of Bill Forrest, Executive Chairman, and the Board of
Directors of Cosi, Inc ., we are pleased to confirm the essentials of our
employment offer to you. In order to expedite the process, we are formally
_____________
Cosi, Inc – your employment. Please be advised that this is not a contract for employment.
1. You agree to become an at-will employee of Cosi, Inc ., in the position of
President and Chief Executive Officer, starting on a date to be mutually
determined.
2. You will report to
_____________
Cosi, Inc – Your formal on-boarding plan will be created and will begin on
Monday, July 7th 2003.
3. You will be appointed to the Cosi, Inc Board of Directors to serve until
your earlier resignation or removal.
4. Your gross salary will be paid in bi-weekly installments
_____________
Cosi, Inc – Common Stock, at a price to be determined at the close of
the market on Monday, July 7th, 2003 pursuant to both the Cosi, Inc .,
Stock Incentive Plan and Stock Option Agreement in the form attached
hereto. This initial sign-on option grant will have a three (
_____________
Cosi, Inc – shall vest and become immediately exercisable in
full upon a Change of Control as defined in Appendix 1.
7. As an employee of Cosi, Inc you will be eligible to participate in "My
Slice of the Bread," a company wide stock-option bonus plan, it the
Company
_____________
dt 506467
;
| Kevin Armstrong;
Bill Forrest
|
Preview
Full Doc
| 2005 |
Franchise Agreement
Franchise Agreement (211K)
Doc #1115021: Click preview link for longer preview.
exv10w5
EXHIBIT 10.5
COSI, INC.
FRANCHISE AGREEMENT
TABLE OF CONTENTS
Section
Page
1.
GRANT
1
2.
TERM AND RENEWAL
3
. . .
1115021
|
Cosi
As referenced in this Franchise Agreement:
COSI, INC –
exv10w5
EXHIBIT 10.5
COSI, INC .
FRANCHISE AGREEMENT
TABLE OF CONTENTS
Section
Page
1.
GRANT
1
2.
TERM AND RENEWAL
3
3.
DUTIES OF FRANCHISOR
4
4.
FEES
5
5.
SITE, CONSTRUCTION AND OPENING OF
_____________
Cosi, Inc – AGREEMENTS
ii
FRANCHISE AGREEMENT
THIS FRANCHISE AGREEMENT (the “Agreement”) is made and entered into on this day of , 200 (the “Effective Date”), by and between:
¨
Cosi, Inc , a
Delaware
corporation whose
principal place of
business is 1751
Lake Cook Road,
6th
Floor, Deerfield,
Illinois 60015
(“Franchisor”); and
¨
a
[resident of]
[
_____________
COSI, INC – profits or success of the business venture contemplated by this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in duplicate on the
date first above written.
COSI, INC .
Franchisor
By:
Name:
Title:
Address for Notices:
Cosi, Inc.
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-8800
Fax: (847) 597-8884
Attn: Department of
_____________
Cosi, Inc – this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in duplicate on the
date first above written.
COSI, INC.
Franchisor
By:
Name:
Title:
Address for Notices:
Cosi, Inc .
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-8800
Fax: (847) 597-8884
Attn: Department of Franchising
With copy to:
Cosi, Inc.
1751 Lake Cook
_____________
Cosi, Inc – Title:
Address for Notices:
Cosi, Inc.
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-8800
Fax: (847) 597-8884
Attn: Department of Franchising
With copy to:
Cosi, Inc .
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-8800
Fax: (847) 597-8884
Attn: Legal Department
Franchisee
By:
Name:
Title:
Address for Notices:
Telephone:
Fax:
_____________
dt 1352632
;
|
Cosi
As referenced in this Franchise Agreement:
COSI, INC –
exv10w5
EXHIBIT 10.5
COSI, INC .
FRANCHISE AGREEMENT
TABLE OF CONTENTS
Section
Page
1.
GRANT
1
2.
TERM AND RENEWAL
3
3.
DUTIES OF FRANCHISOR
4
4.
FEES
5
5.
SITE, CONSTRUCTION AND OPENING OF
_____________
Cosi, Inc – AGREEMENTS
ii
FRANCHISE AGREEMENT
THIS FRANCHISE AGREEMENT (the “Agreement”) is made and entered into on this day of , 200 (the “Effective Date”), by and between:
¨
Cosi, Inc , a
Delaware
corporation whose
principal place of
business is 1751
Lake Cook Road,
6th
Floor, Deerfield,
Illinois 60015
(“Franchisor”); and
¨
a
[resident of]
[
_____________
COSI, INC – profits or success of the business venture contemplated by this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in duplicate on the
date first above written.
COSI, INC .
Franchisor
By:
Name:
Title:
Address for Notices:
Cosi, Inc.
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-8800
Fax: (847) 597-8884
Attn: Department of
_____________
Cosi, Inc – this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in duplicate on the
date first above written.
COSI, INC.
Franchisor
By:
Name:
Title:
Address for Notices:
Cosi, Inc .
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-8800
Fax: (847) 597-8884
Attn: Department of Franchising
With copy to:
Cosi, Inc.
1751 Lake Cook
_____________
Cosi, Inc – Title:
Address for Notices:
Cosi, Inc.
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-8800
Fax: (847) 597-8884
Attn: Department of Franchising
With copy to:
Cosi, Inc .
1751 Lake Cook Road, 6th Floor
Deerfield, IL 60015
Telephone: (847) 597-8800
Fax: (847) 597-8884
Attn: Legal Department
Franchisee
By:
Name:
Title:
Address for Notices:
Telephone:
Fax:
_____________
dt 1541566
|
Preview
Full Doc
| 2003 |
Investment Agreement
Investment Agreement (70K)
Doc #1115137: Click preview link for longer preview.
INVESTMENT AGREEMENT
This Investment Agreement (this "Agreement") is made and entered into as
of August 5, 2003, among ZAM Holdings, L.P., a Delaware limited partnership
("ZAM Holdings"), Eric J. Gleacher, an individual ("Gleacher"), Charles G.
Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a limited
company ("LJCB" and, collectively with ZAM Holdings, Gleacher and Phillips,
the "Funding Parties") and Cosi, Inc., a Delaware corporation (the "Company").
. . .
1115137
|
Cosi
As referenced in this Investment Agreement:
Cosi, Inc – Gleacher, an individual ("Gleacher"), Charles G.
Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a limited
company ("LJCB" and, collectively with ZAM Holdings, Gleacher and Phillips,
the "Funding Parties") and Cosi, Inc ., a Delaware corporation (the "Company").
WITNESSETH
WHEREAS, the Funding Parties delivered funding letters, dated as of
March 31, 2003 (the "Funding Letters"), to the Company pursuant to which they
_____________
Cosi, Inc – 249-7855
(d) If to LJCB, to:
LJCB Nominees Pty Ltd.
161 Collins Street
Melbourne, Australia 3000
Attention: President
Telecopy No.: +61 414-814524
(e) If to the Company, to:
Cosi, Inc .
Attn: William D. Forrest
242 West 36th Street, 11th Floor
New York, NY 10018
Telecopy No.: (212) 739-7334
with a copy (which shall not constitute notice) to:
William
_____________
COSI, INC – GLEACHER
/s/ Eric J. Gleacher
--------------------------------
CHARLES G. PHILLIPS
/s/ Charles G. Phillips
--------------------------------
LJCB NOMINEES PTY. LTD.
by its Director, Greg Woolley
By: /s/ Greg Woolley
----------------------------
Name: Greg Woolley
Title: Director
COSI, INC .
By: /s/ William D. Forrest
----------------------------
Name: William D. Forrest
Title: Executive Chairman
_____________
dt 1704188
;
|
Cosi
As referenced in this Investment Agreement:
Cosi, Inc – Gleacher, an individual ("Gleacher"), Charles G.
Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a limited
company ("LJCB" and, collectively with ZAM Holdings, Gleacher and Phillips,
the "Funding Parties") and Cosi, Inc ., a Delaware corporation (the "Company").
WITNESSETH
WHEREAS, the Funding Parties delivered funding letters, dated as of
March 31, 2003 (the "Funding Letters"), to the Company pursuant to which they
_____________
Cosi, Inc – 249-7855
(d) If to LJCB, to:
LJCB Nominees Pty Ltd.
161 Collins Street
Melbourne, Australia 3000
Attention: President
Telecopy No.: +61 414-814524
(e) If to the Company, to:
Cosi, Inc .
Attn: William D. Forrest
242 West 36th Street, 11th Floor
New York, NY 10018
Telecopy No.: (212) 739-7334
with a copy (which shall not constitute notice) to:
William
_____________
COSI, INC – GLEACHER
/s/ Eric J. Gleacher
--------------------------------
CHARLES G. PHILLIPS
/s/ Charles G. Phillips
--------------------------------
LJCB NOMINEES PTY. LTD.
by its Director, Greg Woolley
By: /s/ Greg Woolley
----------------------------
Name: Greg Woolley
Title: Director
COSI, INC .
By: /s/ William D. Forrest
----------------------------
Name: William D. Forrest
Title: Executive Chairman
_____________
dt 1787028
|
Preview
Full Doc
| 2003 |
Investment Agreement
Investment Agreement (71K)
Doc #1115213: Click preview link for longer preview.
INVESTMENT AGREEMENT
This Investment Agreement (this "Agreement") is made and entered into
as of August 5, 2003, among ZAM Holdings, L.P., a Delaware limited
partnership ("ZAM Holdings"), Eric J. Gleacher, an individual ("Gleacher"),
Charles G. Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a
limited company ("LJCB" and, collectively with ZAM Holdings, Gleacher and
Phillips, the "Funding Parties") and Cosi, Inc., a Delaware corporation (the
"Company").
. . .
1115213
|
Cosi
As referenced in this Investment Agreement:
Cosi, Inc – Gleacher, an individual ("Gleacher"),
Charles G. Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a
limited company ("LJCB" and, collectively with ZAM Holdings, Gleacher and
Phillips, the "Funding Parties") and Cosi, Inc ., a Delaware corporation (the
"Company").
WITNESSETH
WHEREAS, the Funding Parties delivered funding letters, dated as of March
31, 2003 (the "Funding Letters"), to the Company pursuant to which they
_____________
Cosi, Inc – 249-7855
(d) If to LJCB, to:
LJCB Nominees Pty Ltd.
161 Collins Street
Melbourne, Australia 3000
Attention: President
Telecopy No.: +61 414-814524
(e) If to the Company, to:
Cosi, Inc .
Attn: William D. Forrest
242 West 36th Street, 11th Floor
New York, NY 10018
Telecopy No.: (212) 739-7334
with a copy (which shall not constitute notice) to:
William
_____________
COSI, INC – GLEACHER
/s/ Eric J. Gleacher
--------------------------------
CHARLES G. PHILLIPS
/s/ Charles G. Phillips
--------------------------------
LJCB NOMINEES PTY. LTD.
by its Director, Greg Woolley
By: /s/ Greg Woolley
----------------------------
Name: Greg Woolley
Title: Director
COSI, INC .
By: /s/ William D. Forrest
----------------------------
Name: William D. Forrest
Title: Executive Chairman
20
_____________
dt 1704189
;
|
Cosi
As referenced in this Investment Agreement:
Cosi, Inc – Gleacher, an individual ("Gleacher"),
Charles G. Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a
limited company ("LJCB" and, collectively with ZAM Holdings, Gleacher and
Phillips, the "Funding Parties") and Cosi, Inc ., a Delaware corporation (the
"Company").
WITNESSETH
WHEREAS, the Funding Parties delivered funding letters, dated as of March
31, 2003 (the "Funding Letters"), to the Company pursuant to which they
_____________
Cosi, Inc – 249-7855
(d) If to LJCB, to:
LJCB Nominees Pty Ltd.
161 Collins Street
Melbourne, Australia 3000
Attention: President
Telecopy No.: +61 414-814524
(e) If to the Company, to:
Cosi, Inc .
Attn: William D. Forrest
242 West 36th Street, 11th Floor
New York, NY 10018
Telecopy No.: (212) 739-7334
with a copy (which shall not constitute notice) to:
William
_____________
COSI, INC – GLEACHER
/s/ Eric J. Gleacher
--------------------------------
CHARLES G. PHILLIPS
/s/ Charles G. Phillips
--------------------------------
LJCB NOMINEES PTY. LTD.
by its Director, Greg Woolley
By: /s/ Greg Woolley
----------------------------
Name: Greg Woolley
Title: Director
COSI, INC .
By: /s/ William D. Forrest
----------------------------
Name: William D. Forrest
Title: Executive Chairman
20
_____________
dt 1787029
|
Preview
Full Doc
| 2003 |
Investment Agreement
Investment Agreement (70K)
Doc #1946971: Click preview link for longer preview.
INVESTMENT AGREEMENT
This Investment Agreement (this "Agreement") is made and entered into as
of August 5, 2003, among ZAM Holdings, L.P., a Delaware limited partnership
("ZAM Holdings"), Eric J. Gleacher, an individual ("Gleacher"), Charles G.
Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a limited
company ("LJCB" and, collectively with ZAM Holdings, Gleacher and Phillips,
the "Funding Parties") and Cosi, Inc., a Delaware corporation (the "Company").
. . .
1946971
|
Cosi
As referenced in this Investment Agreement:
Cosi, Inc – Gleacher, an individual ("Gleacher"), Charles G.
Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a limited
company ("LJCB" and, collectively with ZAM Holdings, Gleacher and Phillips,
the "Funding Parties") and Cosi, Inc ., a Delaware corporation (the "Company").
WITNESSETH
WHEREAS, the Funding Parties delivered funding letters, dated as of
March 31, 2003 (the "Funding Letters"), to the Company pursuant to which they
_____________
Cosi, Inc – 249-7855
(d) If to LJCB, to:
LJCB Nominees Pty Ltd.
161 Collins Street
Melbourne, Australia 3000
Attention: President
Telecopy No.: +61 414-814524
(e) If to the Company, to:
Cosi, Inc .
Attn: William D. Forrest
242 West 36th Street, 11th Floor
New York, NY 10018
Telecopy No.: (212) 739-7334
with a copy (which shall not constitute notice) to:
William
_____________
COSI, INC – GLEACHER
/s/ Eric J. Gleacher
--------------------------------
CHARLES G. PHILLIPS
/s/ Charles G. Phillips
--------------------------------
LJCB NOMINEES PTY. LTD.
by its Director, Greg Woolley
By: /s/ Greg Woolley
----------------------------
Name: Greg Woolley
Title: Director
COSI, INC .
By: /s/ William D. Forrest
----------------------------
Name: William D. Forrest
Title: Executive Chairman
{/TEXT}
{/DOCUMENT}
_____________
dt 1704192
;
| |
Preview
Full Doc
| 2004 |
------------------------------------------------
------------------------------------------------ (1K)
Doc #1115082: Click preview link for longer preview.
May 27, 2004
Cosi, Inc.
242 West 36th Street
New York, NY 10018
Re: Registration Statement on Form S-3 of Cosi, Inc.
------------------------------------------------
Ladies and Gentlemen . . .
1115082
|
Cosi
As referenced in this ------------------------------------------------:
Cosi, Inc –
EX-5.1
2
co678282-ex5_1.txt
OPINION OF CADWALADER, WICKERSHAM & TAFT
Exhibit 5.1
May 27, 2004
Cosi, Inc .
242 West 36th Street
New York, NY 10018
Re: Registration Statement on Form S-3 of Cosi, Inc.
------------------------------------------------
Ladies and Gentlemen :
You have requested our opinion, as counsel to
_____________
Cosi, Inc – OPINION OF CADWALADER, WICKERSHAM & TAFT
Exhibit 5.1
May 27, 2004
Cosi, Inc.
242 West 36th Street
New York, NY 10018
Re: Registration Statement on Form S-3 of Cosi, Inc .
------------------------------------------------
Ladies and Gentlemen :
You have requested our opinion, as counsel to Cosi, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 3,550,00
shares of
_____________
Cosi, Inc – Inc.
242 West 36th Street
New York, NY 10018
Re: Registration Statement on Form S-3 of Cosi, Inc.
------------------------------------------------
Ladies and Gentlemen :
You have requested our opinion, as counsel to Cosi, Inc ., a Delaware
corporation (the "Company"), in connection with the registration of 3,550,00
shares of the Company's Common Stock, par value $0.01 per share on Form
_____________
dt 1704186
;
|
Cosi
As referenced in this ------------------------------------------------:
Cosi, Inc –
EX-5.1
2
co678282-ex5_1.txt
OPINION OF CADWALADER, WICKERSHAM & TAFT
Exhibit 5.1
May 27, 2004
Cosi, Inc .
242 West 36th Street
New York, NY 10018
Re: Registration Statement on Form S-3 of Cosi, Inc.
------------------------------------------------
Ladies and Gentlemen :
You have requested our opinion, as counsel to
_____________
Cosi, Inc – OPINION OF CADWALADER, WICKERSHAM & TAFT
Exhibit 5.1
May 27, 2004
Cosi, Inc.
242 West 36th Street
New York, NY 10018
Re: Registration Statement on Form S-3 of Cosi, Inc .
------------------------------------------------
Ladies and Gentlemen :
You have requested our opinion, as counsel to Cosi, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 3,550,00
shares of
_____________
Cosi, Inc – Inc.
242 West 36th Street
New York, NY 10018
Re: Registration Statement on Form S-3 of Cosi, Inc.
------------------------------------------------
Ladies and Gentlemen :
You have requested our opinion, as counsel to Cosi, Inc ., a Delaware
corporation (the "Company"), in connection with the registration of 3,550,00
shares of the Company's Common Stock, par value $0.01 per share on Form
_____________
dt 1787026
|
Preview
Full Doc
| 2003 |
Purchase and Sale Agreement [Amended and Restated] [No. 1]
Purchase and Sale Agreement [Amended and Restated] [No. 1] (219K)
Doc #255969: Click preview link for longer preview.
PURCHASE AND SALE AGREEMENT FOR WASHINGTON, DC PORTFOLIO
FIRST AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT
BETWEEN
BEACON CAPITAL STRATEGIC PARTNERS II, L.P.
(a Delaware limited partnership)
AND
WELLS OPERATING PARTNERSHIP, L.P.
FIRST AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, made as of the 19th day of November, 2003, by and between and BEACON CAPITAL STRATEGIC PARTNERS II, L.P., a Delaware limited partnership (Seller), and WELLS OPERATING PARTNERSHIP, L.P. (or its designee), a Delaware limited partnership (Buyer).
RECITALS
I. Buyer and Seller entered into that certain Purchase and Sale Agreement, dated as of September 29, 2003 (the Original Agreement), with respect to, among other things, the sale of certain shares of common stock in BCSP II Washington Properties, Inc., a Maryland Corporation (the Company).
II. Buyer and Seller now wish to amend and restate the Original Agreement in its entirety.
III. Seller holds all of the issued and outstanding shares of common stock of the Company and Seller is the sole member of 4250 North Fairfax Property LLC, a Delaware limited liability company (4250 N. Fairfax).
IV. The Company is:
A.
The sole member of 400 Virginia Avenue LLC, a Delaware limited liability company (400 Virginia), which owns certain real property located at 400 Virginia Avenue, Washington, DC, as more particularly described on Exhibit A-1 attached hereto and made a part hereof (the 400 Virginia Property);
B.
The sole member of 1201 Equity LLC, a Delaware limited liability company (1201 Equity) which holds a 49.5% member interest in 1201 Eye Street, N.W. Associates LLC, a Delaware limited liability company (1201 Owner), which owns certain real property located at 1201 Eye Street, Washington, DC, as more particularly described on Exhibit A-3 attached hereto and made a part hereof (the 1201 Property).
C.
The sole member of TZO Lending LLC, a Delaware limited liability company (TZO), which:
1.
Holds a Promissory Note from 1201 Owner dated October 24, 2002, in the original principal sum of $7,501,109.38 and is secured by, among other things, a second Deed of Trust from 1201 Owner
1
dated October 24, 2002 (the 1201 Second Loan), which loan is further evidenced and secured by the documents listed on Exhibit B-1 attached hereto and made a part hereof (the TZO Loan Documents);
2.
Has the benefit of a certain Option Agreement dated October 24, 2002, between 1201 Owner and TZO (the 1201-TZO Option);
3.
Is the sole member of 1215 ESDI LLC, a Delaware limited liability company (1215 ESDI), which:
(a)
Holds an Amended and Restated Promissory Note from 1201 Owner dated October 24, 2002, in the restated principal sum of $21,911,384.21 and is secured by a third Deed of Trust originally dated January 17, 1990, as amended and subordinated by a Subordination and Standstill Agreement dated October 24, 2002, (the 1201 Third Loan) which loan is further evidenced and secured by the documents listed on Exhibit B-2 attached hereto and made a part hereof (the ESDI Loan Documents) and
(b)
Has the benefit of a certain Option Agreement dated October 24, 2002, between 1201 Owner and 1215 ESDI (the 1201-ESDI Option).
TZO and 1215 ESDI are sometimes collectively referred to as 1201 Lending LLCs.
D.
The sole member of 1225 Equity LLC, a Delaware limited liability company (1225 Equity), which holds a 49.5% interest in 1225 Eye Street, N.W. Associates LLC, a Delaware limited liability company (1225 Owner; 1201 Owner and 1225 Owner are sometimes collectively referred to as Eye Street Owner LLCs), which owns certain property located at 1225 Eye Street, Washington, DC as more particularly described in Exhibit A-4 attached hereto and made a part hereof (the 1225 Property; the 1201 Property and the 1225 Property are sometimes collectively referred to as Eye Street Properties).
1201 Equity and 1225 Equity are sometimes collectively referred to as Eye Street Equity LLCs.
E.
The sole Member of TTF Lending LLC, a Delaware limited liability company (TTF), which:
1.
Holds a Promissory Note from 1225 Owner dated October 24, 2002, in the original principal sum of $20,653,913.84 and is
2
secured by a second Deed of Trust from 1225 Owner dated October 24, 2002, (the 1225 Second Loan) which loan is further evidenced and secured by the documents listed on Exhibit B-3 attached hereto and made a part hereof (the TTF Loan Documents); and
2.
Has the benefit of a certain Option Agreement dated October 24, 2002, between 1225 Owner and TTF (the 1225-TTF Option).
TTF together with 1201 Lending LLCs are sometimes collectively referred to as the Eye Street Lending LLCs and the 1201 TZO Option, 1201 ESDI Option and 1225 TTF Option, are sometimes collectively referred to as the Eye Street Options. TZO Loan Documents, ESDI Loan Documents, and TTF Loan Documents are sometimes collectively referred to as the Eye Street Loan Documents.
V. 4250 N. Fairfax owns certain property located at 4250 N. Fairfax, Arlington, Virginia, as more particularly described on Exhibit A-2 attached hereto and made a part hereof (the 4250 N. Fairfax Property).
400 Virginia, 4250 N. Fairfax, 1201 Equity, 1201 Owner, TZO, 1215 ESDI, 1225 Equity, 1225 Owner and TTF shall be sometimes collectively referred to herein as the LLCs or individually, an LLC, and the Companys membership interest in the LLCs (other than 4250 N. Fairfax) shall be sometimes collectively referred to herein as the Interests. TZO, 1215 ESDI and TTF shall be sometimes collectively referred to herein as the Eye Street Lending LLCs).
VI. The 1201 Property is presently encumbered by a First Deed of Trust dated October 24, 2002, which secures a Promissory Note of that date from 1201 Owner to Metropolitan Life Insurance Company (MetLife) in the original principal sum of $67,560,500.00 (the 1201 MetLife Loan), which loan is evidenced by the documents listed on Exhibit B-4 attached hereto and made a part hereof (the 1201 MetLife Loan Documents).
VII. The 1225 Property is presently encumbered by a First Deed of Trust dated October 24, 2002, which secures a Promissory Note of that date from 1225 Owner to Metropolitan Life Insurance Company (MetLife) in the original principal sum of $47,607,000.00 (the 1225 MetLife Loan), which loan is evidenced by the documents listed on Exhibit B-5 attached hereto and made a part hereof (the 1225 MetLife Loan Documents and collectively with the 1201 MetLife Loan Documents, the MetLife Loan Documents). (The 1201 MetLife Loan and the 1225 MetLife Loan being collectively referred to as the MetLife Loans.)
VIII. Seller desires to sell to Buyer and Buyer desires to purchase from Seller all of the shares of common stock of the Company issued and outstanding at the time of
255969
|
Cosi
As referenced in this Purchase and Sale Agreement [Amended and Restated] [No. 1]:
Cosi, Inc – obligations hereunder.
(b) At the time 4250 N. Fairfax acquired the 4250 N. Fairfax Property, Seller was made aware of an allegation by Cosi, Inc ., a tenant at said Property, that Qwest Communications Corporation (the Former Owner) had violated an exclusive use provision contained in its lease (
_____________
Cosi, Inc – all of the relevant sections of the contract between the Former Owner and Seller, together with a copy of the estoppel letter from Cosi, Inc ., (together, with its affiliates, successors and assigns, Cosi) is attached hereto as Exhibits S-1 and S-2 respectively (collectively, the Cosi
_____________
Cosi, Inc – entitled to enforce the payment and contribution obligations of the Former Owner, and Buyer shall reasonably cooperate with Seller, in connection therewith. If Cosi, Inc . provides a Tenant Estoppel in accordance with Article 7 that does not raise a Cosi Allegation, Sellers indemnity under this paragraph shall
_____________
Cosi, Inc – 1
Outstanding Membership Interests in 1201 Owner
Exhibit R-2
Outstanding Membership Interests in 1225 Owner
Exhibit S-1
Contract Provisions Related to Cosi, Inc . Claim
Exhibit S-2
Estoppel Letter from Cosi, Inc.
Exhibit T
Consent of MetLife
Exhibit U-1
Form of Goodwin Procter Corporate
_____________
Cosi, Inc – 2
Outstanding Membership Interests in 1225 Owner
Exhibit S-1
Contract Provisions Related to Cosi, Inc. Claim
Exhibit S-2
Estoppel Letter from Cosi, Inc .
Exhibit T
Consent of MetLife
Exhibit U-1
Form of Goodwin Procter Corporate Opinion
Exhibit U-2
Form of Goodwin Procter Tax
_____________
dt 363108
;
Cosi
As referenced in this Purchase and Sale Agreement [Amended and Restated] [No. 1]:
Cosi, Inc – obligations hereunder.
(b) At the time 4250 N. Fairfax acquired the 4250 N. Fairfax Property, Seller was made aware of an allegation by Cosi, Inc ., a tenant at said Property, that Qwest Communications Corporation (the Former Owner) had violated an exclusive use provision contained in its lease (
_____________
Cosi, Inc – all of the relevant sections of the contract between the Former Owner and Seller, together with a copy of the estoppel letter from Cosi, Inc ., (together, with its affiliates, successors and assigns, Cosi) is attached hereto as Exhibits S-1 and S-2 respectively (collectively, the Cosi
_____________
Cosi, Inc – entitled to enforce the payment and contribution obligations of the Former Owner, and Buyer shall reasonably cooperate with Seller, in connection therewith. If Cosi, Inc . provides a Tenant Estoppel in accordance with Article 7 that does not raise a Cosi Allegation, Sellers indemnity under this paragraph shall
_____________
Cosi, Inc – 1
Outstanding Membership Interests in 1201 Owner
Exhibit R-2
Outstanding Membership Interests in 1225 Owner
Exhibit S-1
Contract Provisions Related to Cosi, Inc . Claim
Exhibit S-2
Estoppel Letter from Cosi, Inc.
Exhibit T
Consent of MetLife
Exhibit U-1
Form of Goodwin Procter Corporate
_____________
Cosi, Inc – 2
Outstanding Membership Interests in 1225 Owner
Exhibit S-1
Contract Provisions Related to Cosi, Inc. Claim
Exhibit S-2
Estoppel Letter from Cosi, Inc .
Exhibit T
Consent of MetLife
Exhibit U-1
Form of Goodwin Procter Corporate Opinion
Exhibit U-2
Form of Goodwin Procter Tax
_____________
dt 506479
;
FTI Consulting
As referenced in this Purchase and Sale Agreement [Amended and Restated] [No. 1]:
FTI Consulting, Inc – Institute, 3) at the 1201 Property: Affiliated Computer Services, the GSA with respect to the premises occupied by the National Park Service, and FTI Consulting, Inc ., and 4) 4250 N. Fairfax Property: Qwest Communications Corporation and NCS Pearson (collectively, Major Tenants) plus such additional tenants which together with
_____________
dt 269141
;
|
Goodwin Procter
As referenced in this Purchase and Sale Agreement [Amended and Restated] [No. 1]:
Goodwin Procter – Related to Cosi, Inc. Claim
Exhibit S-2
Estoppel Letter from Cosi, Inc.
Exhibit T
Consent of MetLife
Exhibit U-1
Form of Goodwin Procter Corporate Opinion
Exhibit U-2
Form of Goodwin Procter Tax Opinion
Exhibit V
Terms of Eye Street Document Amendments/ [Form of Amendments
_____________
Goodwin Procter – Letter from Cosi, Inc.
Exhibit T
Consent of MetLife
Exhibit U-1
Form of Goodwin Procter Corporate Opinion
Exhibit U-2
Form of Goodwin Procter Tax Opinion
Exhibit V
Terms of Eye Street Document Amendments/ [Form of Amendments to be attached]
73
Exhibit W
Jurisdictions in which
_____________
dt 138510
;
More... |
Preview
Full Doc
| 2002 |
Purchase Agreement
Purchase Agreement (54K)
Doc #1115278: Click preview link for longer preview.
FORM OF
COSI, INC.
SENIOR SECURED NOTE AND WARRANT
PURCHASE AGREEMENT
THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (the
"Agreement") is made as of the 12th day of August, 2002, by and between Cosi,
Inc., a Delaware corporation (the "Company"), and each of the Purchasers named
on Schedule I attached hereto (the "Purchasers").
WHEREAS, the Company desires to enter into a financing with the
Purchasers in an . . .
1115278
|
Cosi
As referenced in this Purchase Agreement:
COSI, INC –
EX-10.7
5
y59517a4exv10w7.txt
FORM OF SENIOR SECURED NOTE
Exhibit 10.7
FORM OF
COSI, INC .
SENIOR SECURED NOTE AND WARRANT
PURCHASE AGREEMENT
THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (the
"Agreement") is made as of the 12th day of August, 2002, by and
_____________
Cosi,
Inc – SENIOR SECURED NOTE AND WARRANT
PURCHASE AGREEMENT
THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (the
"Agreement") is made as of the 12th day of August, 2002, by and between Cosi,
Inc ., a Delaware corporation (the "Company"), and each of the Purchasers named
on Schedule I attached hereto (the "Purchasers").
WHEREAS, the Company desires to enter into a financing with the
_____________
COSI, INC – LAWS, OR PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND QUALIFICATION
UNDER APPLICABLE STATE LAWS, THE AVAILABILITY OF WHICH IS TO
BE ESTABLISHED TO THE REASONABLE SATISFACTION OF COSI, INC .
4.12 No General Solicitation. Each Purchaser acknowledges that it has
not been offered or sold any Securities pursuant to any advertisement, article,
notice or other communication published in
_____________
dt 1704190
;
|
Cosi
As referenced in this Purchase Agreement:
COSI, INC –
EX-10.7
5
y59517a4exv10w7.txt
FORM OF SENIOR SECURED NOTE
Exhibit 10.7
FORM OF
COSI, INC .
SENIOR SECURED NOTE AND WARRANT
PURCHASE AGREEMENT
THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (the
"Agreement") is made as of the 12th day of August, 2002, by and
_____________
Cosi,
Inc – SENIOR SECURED NOTE AND WARRANT
PURCHASE AGREEMENT
THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (the
"Agreement") is made as of the 12th day of August, 2002, by and between Cosi,
Inc ., a Delaware corporation (the "Company"), and each of the Purchasers named
on Schedule I attached hereto (the "Purchasers").
WHEREAS, the Company desires to enter into a financing with the
_____________
COSI, INC – LAWS, OR PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND QUALIFICATION
UNDER APPLICABLE STATE LAWS, THE AVAILABILITY OF WHICH IS TO
BE ESTABLISHED TO THE REASONABLE SATISFACTION OF COSI, INC .
4.12 No General Solicitation. Each Purchaser acknowledges that it has
not been offered or sold any Securities pursuant to any advertisement, article,
notice or other communication published in
_____________
dt 1787030
|
Preview
Full Doc
| 2002 |
Rights Agreement
Rights Agreement (178K)
Doc #1115299: Click preview link for longer preview.
and
[_______________]
as Rights Agent
_______________
Rights Agreement
Dated as of [_________] 2002
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
. . .
1115299
|
Cosi
As referenced in this Rights Agreement:
COSI, INC –
FORM OF RIGHTS AGREEMENT
Exhibit 4.2
================================================================================
COSI, INC .
and
[_______________]
as Rights Agent
_______________
Rights Agreement
Dated as of [_________] 2002
================================================================================
TABLE OF CONTENTS
Page
----
Section 1. Certain Definitions............................................................................ 1
Section 2.
_____________
Cosi,
Inc – the Amended and Restated Certificate of Incorporation
Exhibit B -- Summary of Rights
Exhibit C -- Form of Right Certificate
-i-
RIGHTS AGREEMENT
Agreement, dated as of [______________], 2002, between Cosi,
Inc ., a Delaware corporation (the "Corporation"), and [__________], as Rights
Agent (the "Rights Agent").
RECITALS
WHEREAS, the Board of Directors of the Corporation has
authorized the issuance of, and declared
_____________
Cosi, Inc – number of Rights (subject to adjustment) as the number of
shares of Common Stock represented by this certificate, such
Rights being on the terms provided under the Rights Agreement
between Cosi, Inc . and [____________] (the "Rights Agent"),
dated as of [___________], 2002, as it may be amended from
time to time (the "Rights Agreement"), the terms of which are
incorporated herein
_____________
Cosi, Inc – from
time to time (the "Rights Agreement"), the terms of which are
incorporated herein by reference and a copy of which is on
file at the principal executive offices of Cosi, Inc . Under
certain circumstances, as set forth in the Rights Agreement,
such Rights shall be evidenced by separate certificates and
shall no longer be evidenced by this certificate. Cosi, Inc.
_____________
Cosi, Inc – of Cosi, Inc. Under
certain circumstances, as set forth in the Rights Agreement,
such Rights shall be evidenced by separate certificates and
shall no longer be evidenced by this certificate. Cosi, Inc .
shall mail to the registered holder of this certificate a copy
of the Rights Agreement without charge within five days after
receipt of a written request therefor. Under certain
_____________
dt 1866967
;
|
Cosi
As referenced in this Rights Agreement:
COSI, INC –
FORM OF RIGHTS AGREEMENT
Exhibit 4.2
================================================================================
COSI, INC .
and
[_______________]
as Rights Agent
_______________
Rights Agreement
Dated as of [_________] 2002
================================================================================
TABLE OF CONTENTS
Page
----
Section 1. Certain Definitions............................................................................ 1
Section 2.
_____________
Cosi,
Inc – the Amended and Restated Certificate of Incorporation
Exhibit B -- Summary of Rights
Exhibit C -- Form of Right Certificate
-i-
RIGHTS AGREEMENT
Agreement, dated as of [______________], 2002, between Cosi,
Inc ., a Delaware corporation (the "Corporation"), and [__________], as Rights
Agent (the "Rights Agent").
RECITALS
WHEREAS, the Board of Directors of the Corporation has
authorized the issuance of, and declared
_____________
Cosi, Inc – number of Rights (subject to adjustment) as the number of
shares of Common Stock represented by this certificate, such
Rights being on the terms provided under the Rights Agreement
between Cosi, Inc . and [____________] (the "Rights Agent"),
dated as of [___________], 2002, as it may be amended from
time to time (the "Rights Agreement"), the terms of which are
incorporated herein
_____________
Cosi, Inc – from
time to time (the "Rights Agreement"), the terms of which are
incorporated herein by reference and a copy of which is on
file at the principal executive offices of Cosi, Inc . Under
certain circumstances, as set forth in the Rights Agreement,
such Rights shall be evidenced by separate certificates and
shall no longer be evidenced by this certificate. Cosi, Inc.
_____________
Cosi, Inc – of Cosi, Inc. Under
certain circumstances, as set forth in the Rights Agreement,
such Rights shall be evidenced by separate certificates and
shall no longer be evidenced by this certificate. Cosi, Inc .
shall mail to the registered holder of this certificate a copy
of the Rights Agreement without charge within five days after
receipt of a written request therefor. Under certain
_____________
dt 1867982
|
Preview
Full Doc
| 2004 |
Securities Purchase Agreement
Securities Purchase Agreement (117K)
Doc #1115091: Click preview link for longer preview.
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement") is dated as of April
27, 2004 by and between Cosi, Inc., a Delaware corporation (the "Company"), and
each purchaser identified on the signature pages hereto (each, a "Purchaser" and
collectively, the "Purchasers").
WHEREAS, subject to the terms and conditions set forth in this Agreement
and pursuant to Section 4(2) of the Securities Act of 1933, as amended, the
Company desires to issue and sell to each Purchaser, and each Purchaser, . . .
1115091
|
Cosi
As referenced in this Securities Purchase Agreement:
Cosi, Inc – co691217-ex10_1.txt
SECURITIES PURCHASE AGREEMENT
EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement") is dated as of April
27, 2004 by and between Cosi, Inc ., a Delaware corporation (the "Company"), and
each purchaser identified on the signature pages hereto (each, a "Purchaser" and
collectively, the "Purchasers").
WHEREAS, subject to the terms and conditions set
_____________
dt 1704187
;
Cosi
As referenced in this Securities Purchase Agreement:
Cosi, Inc – co691217-ex10_1.txt
SECURITIES PURCHASE AGREEMENT
EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement") is dated as of April
27, 2004 by and between Cosi, Inc ., a Delaware corporation (the "Company"), and
each purchaser identified on the signature pages hereto (each, a "Purchaser" and
collectively, the "Purchasers").
WHEREAS, subject to the terms and conditions set
_____________
dt 1787027
;
|
 BofA Securities
As referenced in this Securities Purchase Agreement:
Banc of America Securities
LLC – the Subsidiaries are held
by them under valid, subsisting and enforceable leases of which the
Company and the Subsidiaries are in compliance.
(l) Certain Fees. Except for the fees to Banc of America Securities
LLC as placement agent, and except as specifically disclosed in Schedule
3.1(l), no brokerage or finder's fees or commissions are or will be
payable by the Company
_____________
dt 1705419
|
Preview
Full Doc
| 2003 |
Senior Secured Convertible Note [Amended and Restated]
Senior Secured Convertible Note [Amended and Restated] (73K)
Doc #162564: Click preview link for longer preview.
THIS NOTE AND ANY SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED
(COLLECTIVELY, THE "SECURITIES") HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE
SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS.
COSI, INC.
AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE
{TABLE}
{S} {C} {C}
$1,943,068.74 Due December 31, 2004 New York, New York
October 30, 2003
{/TABLE}
Unless converted pursuant to Section 5 hereof, Cosi, Inc., a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of ZAM Holdings, L.P., a Delaware limited partnership ("Lender"), (Lender,
its successors or assigns, as applicable, "Holder"), in lawful money of the
United States of America and in immediately available funds, the principal
amount of one million nine hundred forty three thousand and sixty eight dollars
and seventy four cents ($1,943,068.74) (the "Loan") on December 31, 2004 (the
"Maturity Date"); and to pay interest at the time, in the form and at the rate
set forth herein on the unpaid principal amount hereof, for the period
commencing October 30, 2003 until such principal amount shall be paid in full.
This Amended and Restated Senior Secured Convertible Note (as amended,
supplemented, extended, restated, renewed, refunded, replaced, refinanced,
increased in amount or otherwise modified, in each case from time to time and
whether in whole or in part, this "Note") evidences the unpaid principal amount
of the Loan together with all accrued and unpaid interest thereon (collectively,
and together with all other amounts payable under this Note, the "Obligations").
This Note is issued to Holder in accordance with and subject to the
following terms and conditions:
1. INTEREST.
(a) The outstanding principal amount of the Loan shall accrue
interest from the date hereof until all payments hereunder have been irrevocably
paid in full or this Note has been converted as provided in Section 5 hereof at
a per annum rate equal at all times to the lesser of (i) the maximum lawful rate
of interest in effect at such time under "applicable law" (as defined below),
and (ii) the rate of interest publicly announced from time to time by Bank of
America or any successor thereto, as its prime rate or reference rate (provided,
that if such financial institution publicly announces more than one prime rate
or reference rate, then the higher or highest of such rates) (such rate, the
"Index") plus three-quarters (0.75) percentage points per annum (provided, that
such rate shall be adjusted concurrently with, and such adjustments shall be
effective on the same date as, adjustments announced in such prime rate),
compounded monthly; provided, however, that from and after either (i) the
occurrence of an Event of Default (as defined below) (whether or not the Holder
has elected to accelerate unpaid principal and interest under this Note as a
result of such Event of Default); or (ii) the maturity of this Note (whether the
stated maturity date of this
{PAGE}
Note or the maturity date resulting from the Holder's acceleration of unpaid
principal and interest), then in either of such circumstances, interest on the
unpaid principal balance of this Note shall accrue at a rate equal to eight
percent (8%) per annum above the otherwise applicable rate stated above.
Interest shall be calculated on the basis of a year of 360 days and shall accrue
on the outstanding principal amount of this Note and, to the extent permitted by
law, on any accrued but unpaid interest thereon that has been compounded until
all payments hereunder have been irrevocably paid in full or the Note has been
converted as provided in Section 5. Borrower acknowledges and agrees that the
calculation of interest on the basis described in the immediately preceding
sentence may result in the accrual and payment of interest in amounts greater
than those which would be payable if interest were calculated on the basis of a
three hundred sixty-five (365) day year. Except as otherwise provided herein,
accrued and unpaid interest hereunder shall be due and payable monthly on the
seventh (7th) day of the month, with the first such payment being payable on
November 7, 2003.
(b) If the Index ceases to be made available, the Holder shall
select an alternate index as a substitute for the Index (the "Substituted
Index") which, in the Holder's good faith judgment, is comparable to the Index
and which is not likely to result in the interest rate being substantially
different than if such prior Index had continued to be made available. In such
event, the Holder shall adjust the percentage point spread set forth above (the
"Spread") based on the value of the Substituted Index as of the last preceding
date on which the interest rate was adjusted or, if no such adjustment has yet
occurred, as of the date of this Note, such that the sum of the Substituted
Index and the adjusted Spread equals the sum of the prior Index plus the prior
Spread. Borrower acknowledges and agrees that the Index represents an index
which is quoted, published or announced from time to time by the financial
institution identified above as an index for variable interest rates. This Note
is secured by a security agreement attached as Exhibit A executed in favor of
the Holder, as secured party ("Security Agreement"), provided, however, that the
Company agrees that it shall not grant any other Person security in any of the
property of the Company (other than with respect to equipment pledged to secure
the Company's equipment loan credit facility).
(c) It is expressly stipulated and agreed to be the intent of the
Holder and the Borrower to, at all times, conform to and contract in strict
compliance with applicable usury laws from time to time in effect. All
agreements between the Holder and the Borrower, including, without limitation,
this Note, are hereby limited by the provisions of this Section 1(c) which shall
override and control all such agreements, whether now existing or hereafter
arising and whether written or oral. In no way, nor in any event or contingency
(including, but not limited to, prepayment, default, demand for payment or
acceleration of maturity), shall the interest taken, reserved, contracted for,
charged, chargeable, received or collected under this Note exceed the maximum
nonusurious amount permitted by applicable law (the "Maximum Amount"). If, from
any possible construction of any agreement, document or instrument (including,
without limitation, this Note), interest would otherwise be payable in excess
of, or is adjudicated to be payable in excess of, the Maximum Amount, any such
construction shall be subject to the provisions of this Section 1(c), and, ipso
facto, such agreement, document or instrument shall be reformed and the interest
payable shall be reduced to the Maximum Amount, without the necessity of
execution of any amendment or new document. If the Holder shall ever receive
anything of value that is characterized as interest under applicable law and
that would apart from this provision be in excess of the Maximum Amount, an
amount equal to the amount that would have been excessive interest shall,
without penalty, be applied first to the reduction of the outstanding principal
amount of this Note, and second to the reduction of any other amounts due and
payable under this Note, and not to the payment of interest, or promptly
refunded to the Borrower or the other payor thereof if and to the extent such
amount that would have been excessive exceeds such unpaid principal amount and
such other amounts. The right to accelerate maturity of this Note or any other
indebtedness does not include the right to accelerate any interest that has not
otherwise accrued on the date of such acceleration, and the Holder does not
intend to take, reserve, contract for, charge, receive or collect any unearned
interest in the event of acceleration. All interest paid or agreed to be paid to
the Holder shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full stated term (including any
renewal or extension) of the indebtedness to which it relates so that the amount
of interest thereon does not exceed the Maximum Amount. As used in this Section
1(c), the term "applicable law" shall mean the laws of the State of New York or
162564
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Cosi
As referenced in this Senior Secured Convertible Note [Amended and Restated]:
COSI, INC – OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS.
COSI, INC .
AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE
{TABLE}
{S} {C} {C}
$1,943,068.74 Due December 31, 2004 New York, New
_____________
Cosi, Inc – 1,943,068.74 Due December 31, 2004 New York, New York
October 30, 2003
{/TABLE}
Unless converted pursuant to Section 5 hereof, Cosi, Inc ., a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of ZAM Holdings, L.P., a Delaware limited partnership ("
_____________
Cosi, Inc – TO JURISDICTION IN THIS
SECTION.
11. NOTICES. All notices provided for herein shall be delivered (a) if
to the Borrower, to it at Cosi, Inc ., 242 West 36th Street, New York, NY 10018,
Attn: William D. Forrest, and (b) if to the Holder, to it at ZAM
_____________
COSI, INC – stricken herefrom.
16
{PAGE}
IN WITNESS WHEREOF, the Borrower has duly executed and delivered this
Note as of the date first written above.
COSI, INC .
BY: /s/ Mark Stickney
--------------------------
NAME:
TITLE:
17
{/TEXT}
{/DOCUMENT}
_____________
dt 363099
;
Cosi
As referenced in this Senior Secured Convertible Note [Amended and Restated]:
COSI, INC – OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS.
COSI, INC .
AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE
{TABLE}
{S} {C} {C}
$1,943,068.74 Due December 31, 2004 New York, New
_____________
Cosi, Inc – 1,943,068.74 Due December 31, 2004 New York, New York
October 30, 2003
{/TABLE}
Unless converted pursuant to Section 5 hereof, Cosi, Inc ., a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of ZAM Holdings, L.P., a Delaware limited partnership ("
_____________
Cosi, Inc – TO JURISDICTION IN THIS
SECTION.
11. NOTICES. All notices provided for herein shall be delivered (a) if
to the Borrower, to it at Cosi, Inc ., 242 West 36th Street, New York, NY 10018,
Attn: William D. Forrest, and (b) if to the Holder, to it at ZAM
_____________
COSI, INC – stricken herefrom.
16
{PAGE}
IN WITNESS WHEREOF, the Borrower has duly executed and delivered this
Note as of the date first written above.
COSI, INC .
BY: /s/ Mark Stickney
--------------------------
NAME:
TITLE:
17
{/TEXT}
{/DOCUMENT}
_____________
dt 506468
;
|
 Skadden
As referenced in this Senior Secured Convertible Note [Amended and Restated]:
Skadden, – 53rd Street, New York, NY 10022
with a copy (which shall not constitute notice) to Skadden, Arps, Slate, Meagher
& Flom LLP, Four Times Square, New York, NY 10036, Attention: Diana
dt 34236
;
ZAM Holdings, L.P.
|