50 of the Top 250 law firms use our Products every day
Ms. Vicki
Baue
Cosi, Inc.
1751 Lake Cook Road, Suite 600
Deerfield, IL 60015
Re: Rights
Offering for Cosi, Inc.
This Letter of
Agreement sets forth the terms and conditions of engagement of
Laurel Hill Advisory Group, LLC (“Laurel Hill”) by
Cosi, Inc. (“COSI”) to act as information agent in
connection with its rights offering (the “Rights
Offer”).
Under the terms
of this Agreement:
Services : Laurel Hill shall perform the following
services:
Prior to
filing the rights offer:
|
|
a)
|
|
Review the documents and make
recommendations where appropriate;
|
|
|
|
|
|
|
|
b)
|
|
Devise and implement the most
efficient strategy for obtaining the support of both
“street-name” and registered shareholders and recommend
the specific tactics necessary to maximize
participation;
|
In
conjunction with the filing of the rights offer:
|
|
c)
|
|
Draft, print and mail the requisite
search notice to all banks, brokers and nominees, performing
follow-up communication where necessary with those firms which do
not respond to the initial notice;
|
|
|
|
|
|
|
|
d)
|
|
Follow up with each bank and broker
(including ADP/Broadridge) to confirm receipt of all material and
make certain that all material has been forwarded in a timely
manner;
|
|
|
|
|
|
|
|
e)
|
|
Monitor and solicit positions on a
daily basis, regularly communicating with COSI regarding the status
of these positions;
|
|
|
|
|
|
|
|
f)
|
|
Commence a telephone solicitation
campaign from selected registered and “street-name”
retail holders, if mutually agreed;
|
|
|
|
|
|
|
|
g)
|
|
Conduct the solicitation of
participation from banks, brokers and nominees, with direct phone
contact of all major institutional holders, if mutually
agreed;
|
|
|
|
|
|
|
|
h)
|
|
Provide timely reports to COSI,
outlining the Offer, detailing the progress of the
solicitation;
|
Fees . In
consideration of Laurel Hill providing the services listed above,
COSI shall pay Laurel Hill the fees listed below plus all
reasonable out-of-pocket expenses. The fees are the
following:
1
|
|
1)
|
|
$6,500 to be paid after completion
or termination of the Rights Offering; plus
|
|
|
|
|
|
|
|
2)
|
|
$500 for each 10-day extension of
the rights Offering, to be paid after completion or termination of
the Rights Offering; plus
|
|
|
|
|
|
|
|
3)
|
|
Out
of pocket expenses to be paid at the completion or termination of
the Rights Offer.
|
The expenses
are as follows:
|
|
a)
|
|
expenses incidental to the
solicitation, including the preparation and mailing of the notice
and inquiry required by Rule 13-e3 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and
postage and freight charges incurred in deliv
|
|
