Exhibit 10.1 


FORM OF 

PURCHASE AGREEMENT


                    This
PURCHASE AGREEMENT (this “Agreement”), dated as of [●], 2012, is by and
among Così, Inc., a Delaware corporation (the “Company”), and [●] (“Purchaser”).



W I T N E S S E T H:


                    WHEREAS,
the Company proposes pursuant to the Rights Offering Registration Statement (as
defined herein), to commence an offering to holders of its common stock, par
value $.01 per share (the “Common Stock”), of record as of the close of
business on the record date to be determined by the Company’s Board of
Directors or a committee of such Board (the “Record Date”), of
non-transferable rights (the “Rights”) to subscribe for and purchase
additional shares of Common Stock (the “New Shares”) at a subscription
price per share to be determined by the Board or a committee of such Board (the
“Subscription Price”) (such offering, the “Rights Offering”); 


                    WHEREAS,
pursuant to the Rights Offering, the Company will distribute to each of its stockholders
of record, at no charge, one Right for each share of Common Stock held by them
as of the Record Date, and each Right will entitle the holder to purchase a
fraction of a New Share from the Company (with fractional shares rounded down
to the nearest whole share) at the Subscription Price (the “Basic
Subscription Privilege”); 


                    WHEREAS,
each holder of Rights who exercises in full its Basic Subscription Privilege
will be entitled to subscribe for additional New Shares, at the Subscription
Price and subject to an aggregate ownership limitation equal to 19.9% of the
Company’s Common Stock, to the extent that other holders of Rights do not
exercise all of their Basic Subscription Privileges (the “Over-Subscription
Privilege”); 


                    WHEREAS,
the Company has agreed to issue and sell to Purchaser, and Purchase has agreed
to purchase from the Company in a private placement, that amount of New Shares
that is set forth herein and that would otherwise be available for purchase by
Purchaser pursuant to the exercise of Purchaser’s Basic Subscription Privilege
and Over-Subscription Privilege in the Rights Offering; and 


                    WHEREAS,
Purchaser is an executive officer or director of the Company and an existing
shareholder of the Company. 


                    NOW
THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, the parties hereto hereby agree as follows: 


                    Section
1.     Definitions. The following terms used
herein shall have the meanings set forth below: 


                    “Agreement”
shall have the meaning set forth in the preamble hereof. 





                    “Basic
Subscription Privilege” shall have the meaning set forth in the recitals
hereof. 


                    “Closing”
shall have the meaning set forth in Section 3. 


                    “Closing
Date” shall have the meaning set forth in Section 3. 


                    “Commission”
shall mean the United States Securities and Exchange Commission, or any successor
agency thereto. 


                    “Common
Stock” shall have the meaning set forth in the recitals hereof. 


                    “Company”
shall have the meaning set forth in the preamble hereof. 


                    “Exchange
Act” shall mean the Securities Exchange Act of 1934 and the rules and
regulations promulgated by the Commission thereunder, as amended. 


                    “New
Shares” shall have the meaning set forth in the recitals hereof. 


                    “Over-Subscription
Privilege” shall have the meaning set forth in the recitals hereof. 


                    “Person”
shall mean an individual, corporation, partnership, association, joint stock
company, limited liability company, joint venture, trust, governmental entity,
unincorporated organization or other legal entity. 


                    “Purchaser”
shall have the meaning set forth in the preamble hereof. 


                    “Record
Date” shall have the meaning set forth in the recitals hereof. 


                    “Rights”
shall have the meaning set forth in the recitals hereof.  


                    “Rights
Offering” shall have the meaning set forth in the recitals hereof. 


                    “Rights
Offering Prospectus” shall mean the prospectus relating to the Common Stock
included with the Rights Offering Registration Statement, including the
documents incorporated by reference therein 


                    “Rights
Offering Registration Statement” means the Company’s Registration Statement
on Form S-1 under the Securities Act or such other appropriate form under the
Securities Act, pursuant to which the shares of Common Stock underlying the
Rights will be registered pursuant to the Securities Act. 


                    “Securities
Act” shall mean the Securities Act of 1933 and the rules and regulations
promulgated by the Commission thereunder, as amended. 


                    “Subscription
Price” shall have the meaning set forth in the recitals hereof. 


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                    Section
2.     Purchase Commitment. 


                    (a)     Purchaser
hereby agrees to purchase from the Company, and the Company hereby agrees to
sell to Purchaser, at the Subscription Price, that amount of the New Shares
that would otherwise be available for purchase by Purchaser pursuant to its
Basic Subscription Privilege in an amount equal to [●] Dollars ($[●]). 


                    (b)     In
the event that the Company’s other stockholders do not exercise their Basic
Subscription Privileges in full, Purchaser hereby further agrees to purchase
from the Company, and the Company hereby agrees to sell to Purchaser, at the
Subscription Price, a number of New Shares that would otherwise be available
for purchase by Purchaser pursuant to its Over-Subscription Privilege, but in
an amount not to exceed [●] Dollars ($[●]). 


                    (c)     Purchaser
agrees not to exercise its Basic Subscription Privilege or Over-Subscription
Privilege in the Rights Offering. 


                    Section
3.      The Closing. As soon as practicable
following the closing of the Rights Offering, the Company shall notify
Purchaser of the number of New Shares to be purchased by Purchaser pursuant to
Section 2 hereof. The delivery of and payment for the New Shares shall take
place at the offices of Greenburg Traurig, LLP, The MetLife Building, 200 Park
Avenue, New York, New York 10166, at 10:00 a.m., New York time on a date that
is within five business days of receipt of the foregoing notification (the “Closing
Date” and the consummation of the transaction being referred to as the “Closing”).



                    Section
4.     Delivery of the New Shares. At the
Closing, the New Shares to be purchased by Purchaser hereunder, registered in
the name of Purchaser shall be delivered by or on behalf of the Company to
Purchaser, for Purchaser’s account, against delivery by Purchaser of the
purchase price therefor in immediately available funds in the form of one or
more federal funds checks or a wire transfer to an account designated by the
Company. 


                    Section
5.      Representations and Warranties of the
Company. The Company represents and warrants to Purchaser as follows: 


                    (a)     The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite corporate power
and authority to carry on its business as now conducted. 


                    (b)     This
Agreement has been duly and validly authorized, executed and delivered by the
Company and constitutes a binding obligation of the Company enforceable against
it in accordance with its terms. 


                    (c)     All
of the New Shares will have been duly authorized for issuance prior to
issuance, and, when issued and distributed as set forth in the Rights Offering
Prospectus, will be validly issued, fully paid and non-assessable; and none of
the New Shares will have been issued in violation of the preemptive rights of
any security holders of the Company arising as a matter of law or under or
pursuant to the Company’s Amended and Restated Certificate of Incorporation,
the Company’s Amended and Restated By-laws, or any agreement or instrument to
which the Company is a party or by which it is bound. 


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                    Section
6.     Representations and Warranties of Purchaser.
Purchaser represents and warrants to the Company as follows: 


                    (a)     This
Agreement has been duly and validly authorized, executed and delivered by
Purchaser and constitutes a binding obligation of Purchaser enforceable against
it in accordance with its terms. 


                    (b)     Purchaser
is not insolvent and has sufficient cash funds on hand to purchase the Standby
Shares on the terms and conditions contained in this Agreement and will have
such funds on the Closing Date. 


                    (c)     Purchaser
is familiar with the business in which the Company is engaged, and Purchaser is
familiar with the investments of the type that Purchaser is undertaking to
purchase; Purchaser is fully aware of the problems and risks involved in making
an investment of this type; and based upon Purchaser’s knowledge and experience
in financial and business matters, Purchaser is capable of evaluating the
merits and risks of this investment. Purchaser is able to afford a complete
loss of such investment. Purchaser acknowledges that, prior to executing this
Agreement, Purchaser has received or has had full access to all the information
it considers necessary or appropriate for deciding whether to purchase the New
Shares and has had an opportunity to ask questions and receive answers
regarding the terms and conditions of the New Shares. Purchaser has consulted
with Purchaser’s attorney, financial advisor or tax advisor on any aspects of
the transaction it deems necessary, including the risks thereof. 


                    (d)     Purchaser
is not acting in concert and is not a member of any “group” (within the meaning
of Section 13(d)(3) of the Exchange Act) with respect to Company. 


                    (e)     Purchaser
is an “accredited investor” within the meaning of Rule 501(a) under the
Securities Act and is acquiring the New Shares for investment for its own
account, with no present intention of dividing its participation with others or
reselling or otherwise distributing the same in violation of the Securities Act
or any applicable state securities laws. 


                    (f)
     Purchaser understands that: (i) the resale of the
Securities has not been and is not being registered under the Securities Act or
any applicable state securities laws, and the Securities may not be sold or
otherwise transferred unless (a) the Securities are sold or transferred
pursuant to an effective registration statement under the Securities Act, (b)
at the Company’s request, such Purchaser shall have delivered to the Company an
opinion of counsel (which opinion shall be in form, substance and scope
reasonably satisfactory to the Company’s counsel) to the effect that the New
Shares to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration or (c) the Securities are sold pursuant to
Rule 144 promulgated under the Securities Act; (ii) any sale of such Securities
made in reliance on Rule 144 under the Securities Act may be made only in
accordance with the terms of such rule; and (iii) neither the Company nor any
other Person is under any obligation to register such New Shares under the
Securities Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder. Purchaser acknowledges that an
appropriate restrictive legend will be placed on the certificate or
certificates representing the New Shares that may be purchased pursuant to this
Agreement in a form substantially similar to the legend set forth 


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below (and a stop-transfer order may be placed against transfers of the
certificates evidencing such New Shares): 


	
  

 	
  

 
	
  

 	
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
 OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED,
 SOLD, PLEDGED, DELIVERED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER
 SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE, THE
 AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
 CORPORATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
 COMPLY WITH ALL SUCH RESTRICTIONS ON TRANSFER. 

 


                    Section
7.     Public Statements. Neither the Company
nor Purchaser shall issue any public announcement, statement or other
disclosure with respect to this Agreement or the transactions contemplated
hereby without the prior consent of the other party hereto, which consent shall
not be unreasonably withheld or delayed, except if such public announcement,
statement or other disclosure is required by applicable law or applicable stock
market regulations, in which case the disclosing party shall consult in advance
with respect to such disclosure with the other party to the extent reasonably
practicable. 


                    Section
8.     Termination. 


                    (a)     Either
of the parties hereto may terminate this Agreement if the transactions
contemplated hereby are not consummated by December 31, 2012 through no fault
of Purchaser. 


                    (b)     The
Company and Purchaser hereby agree that any termination of this Agreement
pursuant to Section 8(a), or the termination of the Rights Offering for any
reason whatsoever by the Company (other than, in either case, termination in
the event of a breach of this Agreement by Purchaser or misrepresentation of
any of the statements made herein by Purchaser) shall be without liability of
the Company or Purchaser. 


                    Section
9.      Notices. All communications hereunder
will be in writing and, if to the Company, will be mailed, delivered or
telecopied and confirmed to it, at the offices of the Company at 1751 Lake Cook
Road, Suite 600, Deerfield, Illinois 60015, Attn: General Counsel, Facsimile
(847) 580-4964; and if to Purchaser, will be mailed, delivered or telecopied
and confirmed to it at c/o Così, Inc., 1751 Lake Cook Road, Suite 600,
Deerfield, Illinois 60015 or vbaue@getcosi.com. 


                    Section
10.     Assignment. This Agreement will be
binding upon, and will inure to the benefit of and be enforceable by, the
parties hereto and their respective successors and assigns. Notwithstanding the
foregoing, the rights and obligations of the Company and Purchaser under this
Agreement shall not be assigned or delegated without the prior written consent
of the other (which consent may be withheld in such party’s sole discretion). 


                    Section
11. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto in respect of the subject matter
contained herein. 


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There are no restrictions, promises, warranties, or undertakings, other
than those set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to the subject
matter of this Agreement. 


                    Section
12.     Governing Law. This Agreement and any
claim, controversy or dispute arising under or related to this Agreement, the
relationship of the parties, and/or the interpretation and enforcement of the
rights and duties of the parties shall be governed by and construed in
accordance with the internal laws of the State of New York (other than its
rules of conflict of laws to the extent the application of the laws of another
jurisdiction would be required thereby). 


                    Section
13.     Severability. If any provision of this
Agreement or the application thereof to any person or circumstances is
determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions hereof, or the application of such
provision to persons or circumstances other than those as to which it has been
held invalid, void or unenforceable, shall remain in full force and effect and
shall in no way be affected, impaired or invalidated thereby, so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner adverse to any party. Upon such determination, the
parties shall negotiate in good faith in an effort to agree upon a suitable and
equitable substitute provision to effect the original intent of the parties. 


                    Section
14.      Headings. The headings in this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning of this Agreement. 


                    Section
15.      Counterparts. This Agreement may be
executed simultaneously in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. The exchange of copies of this Agreement and of signature pages by
facsimile transmission (whether directly from one facsimile device to another
by means of a dial-up connection or whether otherwise transmitted via
electronic transmission), by electronic mail in “portable document format”
(“.pdf”) form, or by any other electronic means intended to preserve the
original graphic and pictorial appearance of a document, or by a combination of
such means, shall constitute effective execution and delivery of this Agreement
as to the parties and may be used in lieu of an original Agreement for all
purposes. Signatures of the parties transmitted by facsimile or other
electronic transmission shall be deemed to be original signatures for all
purposes. 


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                    IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the date first above written. 


	
  

 	
  

 	
  

 
	
  

 	
 COMPANY:

 
	
  

 	
  

 	
  

 
	
  

 	
 COSI, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
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 PURCHASER:

 
	
  

 	
  

 	
  

 
	
  

 	
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 Name: