Exhibit 4.8








	
  

 	
  

 
	
 RIGHTS CERTIFICATE #:

 	
 NUMBER OF RIGHTS 

 
	
  

 	
  

 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET
FORTH IN THE COMPANY’S PROSPECTUS

DATED [●], 2012 (THE
“PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF

THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM PHOENIX ADVISORY PARTNERS, A DIVISION OF AMERICAN STOCK TRANSFER &
TRUST COMPANY, LLC, THE INFORMATION AGENT.





	
  

 
	
 Cosi, Inc.

 
	
 Incorporated under the laws of the State of Delaware

 
	
  

 
	
 NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

 
	
  

 
	
 Evidencing Non - Transferable Subscription Rights to Purchase Shares
 of Class A Common Stock of Cosi, Inc.

 
	
  

 
	
 Subscription Price: $[●] per
 Share

 
	
  

 
	
 THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED
ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,

ON [●], 2012, UNLESS EXTENDED BY THE COMPANY

 








REGISTERED

OWNER:













	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 

 
	
 THIS
 CERTIFIES THAT the registered owner whose name is inscribed hereon is the
 owner of the number of non-transferable subscription rights (“Rights”) set
 forth above. Each whole Right entitles the holder thereof to subscribe for
 and purchase one share of Class A Common Stock, with a par value of $0.01 per
 share, of Cosi, Inc., a Delaware
 corporation, at a subscription price of $[●] per
 share (the “Basic Subscription Privilege”), pursuant to a rights offering
 (the “Rights Offering”), on the terms and subject to the
 conditions set forth in the Prospectus and the “Instructions as to Use of Cosi, Inc. Subscription Rights
 Certificates” accompanying this Subscription Rights Certificate. If any
 shares of Class A Common Stock available for purchase in the Rights Offering
 are not purchased by other holders of Rights pursuant to the exer-

 	
  

 	
 cise of
 their Basic Subscription Privilege (the “Excess Shares”), any Rights holder
 that exercises its Basic Subscription Privilege in full may subscribe
 for a number of Excess Shares pursuant to the terms and conditions of the
 Rights Offering, subject to proration, as described in the Prospectus (the
 “Over- Subscription Privilege”). The Rights represented by this
 Subscription Rights Certificate may be exercised by completing Form 1 and any
 other appropriate forms on the reverse side hereof and by retuning the full
 payment of the subscription price for each share of Class A Common Stock in
 accordance with the “Instructions as to Use of Cosi, Inc. Subscription Rights Certificates” that accompany
 this Subscription Rights Certificate.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 This
 Subscription Rights Certificate is not valid unless countersigned by the
 subscription agent and registered by the registrar. 

 	
  

 
	
  

 	
  

 
	
 Witness
 the seal of Cosi, Inc. and the
 signatures of its duly authorized officers. 

 	
  

 
	
  

 	
  

 
	
 Dated:

 	
  

 










	
  

 	
  

 	
  

 	
  

 
	 

 	
  

 	 

 	
  

 
	
 President, Chief Executive Officer

 	
  

 	
 Vice President, General Counsel

 	
  

 
	
 and Principal Executive Officer

 	
  

 	
 and Assistant Secretary

 	
  

 
























	
  
 	
  
 
	
 DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE
 
	
  
 
	
 Delivery other than in the manner or to the addresses listed below
 will not constitute valid delivery.
 
	
 If delivering by mail:
 	
 If delivering by hand, express mail, courier or other
 
	American Stock Transfer & Trust
    Company, LLC
	expedited service:

	
 Operations Center
 	American Stock Transfer & Trust
       Company, LLC

	
 Attn: Reorganization Department
 	Operations Center

	
 P. O. Box 2042
 	Attn: Reorganization
       Department

	
 New York, New York 10272-2042
 	6201 15th Avenue

	
  
 	Brooklyn, New York 11219

	
 PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
 






FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS 


To subscribe for shares pursuant to your Basic Subscription Right,
please complete lines (a) and (c) and sign under Form 4 below. To subscribe for
shares pursuant to your Over-Subscription Right, please also complete line (b)
and sign under Form 4 below. To the extent you subscribe for more Shares than
you are entitled under either the Basic Subscription Right or the
Over-Subscription Right, you will be deemed to have elected to purchase the
maximum number of shares for which you are entitled to subscribe under the
Basic Subscription Right or Over-Subscription Right, as applicable. 


(a)
EXERCISE OF BASIC SUBSCRIPTION RIGHT: 


	
  

 	
  

 	
  

 	
  

 
	
 I apply for _____________ 

 	
 shares x $8.50

 	
  = 

 	
 $______________

 
	
 (no. of new shares)

 	
 (subscription price)

 	
  

 	
 (amount enclosed)

 



(b)
EXERCISE OF OVER-SUBSCRIPTION RIGHT 


If you have exercised your Basic Subscription Right in full and wish to
subscribe for additional shares in an amount equal to up to 20% of the shares
of Common Stock for which you are otherwise entitled to subscribe pursuant to
your Over-Subscription Right: 


	
  

 	
  

 	
  

 	
  

 
	
 I apply for _____________ 

 	
 shares x $8.50

 	
  = 

 	
 $______________

 
	
 (no. of new shares)

 	
 (subscription price)

 	
  

 	
 (amount enclosed)

 



(c) Total
Amount of Payment Enclosed = $__________________ 


METHOD OF
PAYMENT (CHECK ONE) 


	
  

 	
  

 
	
 o

 	
 Check or bank draft payable to “American Stock
 Transfer & Trust Company, LLC as Subscription Agent.” 

 
	
 o

 	
  Wire
 transfer of immediately available funds directly to the account maintained by
 American Stock Transfer & Trust Company, LLC, as Subscription Agent, for
 purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase
 Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account #
 530-354624 American Stock Transfer FBO SAMPLE Corporation, with reference to
 the rights holder’s name. 

 



FORM 2-TRANSFER TO DESIGNATED TRANSFEREE 


To transfer your subscription rights to another person, complete this
Form 2 and have your signature guaranteed under Form 5. 


For value received ______________ of the subscription rights represented
by this Subscription Rights Certificate are assigned to: 


	
  

 	
  

 	
  

 
	
  

 
	
  

 
	
 Social Security #

 	
  

 
	
  

 	
  

 	
  

 
	
 Signature(s):

 	
  

 	
  

 


IMPORTANT: The signature(s) must correspond with the name(s) as printed
on the reverse of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change whatsoever. 







FORM 3-DELIVERY TO DIFFERENT ADDRESS 


If you wish for the Common Stock underlying your subscription rights, a
certificate representing unexercised subscription rights or the proceeds of any
sale of subscription rights to be delivered to an address different from that
shown on the face of this Subscription Rights Certificate, please enter the
alternate address below, sign under Form 4 and have your signature guaranteed
under Form 5. 


	
  

 
	
  

 
	
  

 



FORM 4-SIGNATURE 


TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this
Rights Offering and I hereby irrevocably subscribe for the number of shares
indicated above on the terms and conditions specified in the Prospectus. By
signing below I confirm that (1) after giving effect to the exercise of my
Rights, I will not beneficially own, as determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended, more than 14.99%
of the Company’s outstanding shares of Common Stock (calculated immediately
upon the closing of the rights offering after giving effect to the Backstop
Commitment, as described in the Prospectus) and (2), if I already beneficially
own, as determined in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, in excess of 14.99% of the Company’s outstanding
shares of Common Stock I will not, via the exercise of the Rights, increase my
proportionate interest in the Company’s Common Stock (with respect to (1) or (2),
any such excess shares, the “Excess Shares”). With respect to any such Excess
Shares, I hereby (1) irrevocably appoint and constitute the Company, each of
its authorized officers and their designees, and each of them, with full power
of substitution, as my proxy and attorney in fact with full authority to vote
and act by written consent with respect to any such Excess Shares on any matter
submitted to shareholders for a vote or action by written consent, in the
discretion of such proxy, to the same extent I would have the power to vote or
act by written consent and (2) grant the Company a right for 90 days from the
closing of the rights offering to repurchase such Excess Shares at the lesser
of the $8.50 per share subscription price and the closing price of the
Company’s Common Stock on the New York Stock Exchange on the trading day
immediately prior to the date on which notice is sent to the holder of the
Company’s intent to exercise such right, which notice must be sent prior to the
expiration of such 90 day period. I agree to cooperate with the Company and
provide to the Company any and all information requested by the Company in
connection with the exercise of the rights granted in the previous sentence. 


	
  

 	
  

 
	
 Signature(s): 

 	
  

 


IMPORTANT: The signature(s) must correspond with the name(s) as printed
on the reverse of this Subscription Rights Certificate in every particular,
without alteration or enlargement, or any other change whatsoever. 


FORM 5-SIGNATURE GUARANTEE 


This form
must be completed if you have completed any portion of Forms 2 or 3. 


	
  

 	
  

 
	
 Signature Guaranteed: 

 	
  

 
	
  

 	
 (Name of Bank or Firm)

 






	
  

 	
  

 
	
 By: 

 	
  

 
	
  

 	
                   
            (Signature of Officer)

 


IMPORTANT: The signature(s) should be guaranteed by an eligible
guarantor institution (bank, stock broker, savings & loan association or
credit union) with membership in an approved signature guarantee medallion
program pursuant to Securities and Exchange Commission Rule 17Ad-15. 







FOR INSTRUCTIONS ON THE USE OF SAMPLE CORPORATION SUBSCRIPTION RIGHTS
CERTIFICATES, CONSULT PHOENIX ADVISORY PARTNERS, A DIVISION OF AMERICAN STOCK
TRANSFER & TRUST COMPANY, LLC, THE INFORMATION AGENT, AT (877) 478-5038 OR
(212) 493-3910).