Exhibit
4.7


AMENDMENT

TO THE 

RIGHTS AGREEMENT

BY AND BETWEEN

COSI, INC. 

AND

AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC

DATED AS OF [=], 2012


                    This
AMENDMENT (this “Amendment”), dated as of [=],
2012, to the Rights Agreement, dated as of November 21, 2002, as amended on
April 3, 2003 and January 6, 2010 (the “Rights Agreement”), by and
between Cosi, Inc., a Delaware corporation (the “Company”), and American
Stock Transfer and Trust Company, LLC, a New York limited liability trust company,
as rights agent (the “Rights Agent”). Capitalized terms used in this
Amendment that are not otherwise defined herein have the meaning ascribed to
such terms in the Rights Agreement 


                    WHEREAS,
pursuant to the Rights Agreement, the Board of Directors of the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 25 thereof; and


                    WHEREAS,
all acts and things necessary to make this Amendment a valid agreement
according to its terms have been done and performed, and the execution and
delivery of this Amendment by the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent. 


                    NOW
THEREFORE, in consideration of the foregoing premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereby agree as
follows: 


                    Section
1.     Definition of “Acquiring Person”.
Effective immediately prior to 5:00 p.m., New York City time, on [=],
2012, the definition of “Acquiring Person” contained in Section 1(a) of the
Rights Agreement is hereby amended and restated to read in its entirety as
follows: 


	
 

	
 


	
 

	
“Acquiring Person”
means any Person (as such term is hereinafter defined) who or which, together
with all Affiliates (as such term is hereinafter defined) and Associates (as
such term is hereinafter defined) of such Person, is the Beneficial Owner (as
such term is hereinafter defined) of 15% or more of the Voting Stock (as such
term is hereinafter defined) of the Corporation then outstanding; provided,
that an Acquiring Person shall not include (i) an Exempt Person (as such term
is hereinafter defined), (ii) any Person, together with all Affiliates and
Associates of such Person, who or which is the Beneficial Owner of 15% or
more of the Voting Stock but no more than 19.9% of the Voting Stock by reason
of the 2010 Permitted Transaction and/or the 2012 Permitted Transaction, and
who or which would not be an Acquiring Person if not for such acquisition of
Voting Stock of the Corporation pursuant to the 2010 Permitted Transaction
and/or the 















	
 

	
 


	
 

	
2012 Permitted
Transaction or (iii) any Person, together with all Affiliates and Associates
of such Person, who or which would be an Acquiring Person solely by reason of
(A) being the Beneficial Owner of shares of Voting Stock of the Corporation,
the Beneficial Ownership of which was acquired by such Person pursuant to any
action or transaction or series of related actions or transactions approved
by the Board of Directors (other than the Permitted Transaction) before such
Person otherwise became an Acquiring Person or (B) a reduction in the number
of issued and outstanding shares of Voting Stock of the Corporation pursuant
to a transaction or a series of related transactions approved by the Board of
Directors of the Corporation; provided further, that if any
Person described in clause (ii) does not become an Acquiring Person by reason
of clause (ii), such Person shall nonetheless become an Acquiring Person in
the event such Person thereafter acquires Beneficial Ownership of 1 or more
shares of Voting Stock of the Corporation, unless the acquisition of such
additional Voting Stock would not result in such Person becoming an Acquiring
Person by reason of (A) or (B) of clause (iii); and provided further,
that in the event such Person described in clause (iii) does not become an
Acquiring Person by reason of subclause (A) or (B) of clause (iii), such
Person nonetheless shall become an Acquiring Person in the event such Person
thereafter acquires Beneficial Ownership of an additional 2% or more of the
Voting Stock of the Corporation then outstanding, unless the acquisition of
such additional Voting Stock would not result in such Person becoming an
Acquiring Person by reason of subclause (A) or (B) of clause (iii).
Notwithstanding the foregoing, if the Board of Directors of the Corporation
determines in good faith that a Person who would otherwise be an “Acquiring
Person” as defined pursuant to the foregoing provisions of this paragraph (a)
has become such inadvertently, and such Person divests as promptly as
practicable (as determined in good faith by the Board of Directors) a
sufficient number of shares of Common Stock so that such Person would no
longer be an “Acquiring Person” as defined pursuant to the foregoing
provisions of this definition, then such Person shall not be deemed an
“Acquiring Person” for any purposes of this Rights Agreement. In determining
what is “as promptly as practicable” the Board may take into account such
factors as the impact of the divestment on the market price of the
Corporation’s Common Stock, the average volume of trading in its shares, and
other factors that may affect its stockholders or the price of its common
stock.





                    Section
2.     Definition of “2010 Permitted Transaction”.
Effective immediately prior to 5:00 p.m., New York City time, on [______],
2012, the definition of “Permitted Transaction” contained in Section 1(a) of
the Rights Agreement is hereby amended and restated to read in its entirety as
follows:


	
 

	
 


	
 

	
“2010 Permitted
Transaction” means the purchase of shares of Common Stock of the Corporation
pursuant to the exercise of non-transferable subscription rights in accordance
with and pursuant to the terms of the Corporation’s rights offering
prospectus as set forth in that certain Registration Statement on Form S-3
(Registration No. 333-162233) filed by the Corporation with the Securities
and Exchange Commission and any amendments or supplements thereto, subject to
the prohibition contained therein against owning more than 19.9% of the 





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Corporation’s
outstanding Common Stock as a result of the exercise of such subscription
rights.





                    Section
3.     Definition of “2012 Permitted Transaction”.
Effective immediately prior to 5:00 p.m., New York City time, on [=],
2012, Section 1(a) of the Rights Agreement is hereby amended by inserting the
following definition of “2012 Permitted Transaction”:


	
 

	
 


	
 

	
“2012 Permitted
Transaction” means the purchase of shares of Common Stock of the Corporation
pursuant to the exercise of non-transferable subscription rights in
accordance with and pursuant to the terms of the Corporation’s rights
offering prospectus as set forth in that certain Registration Statement on
Form S-1 (Registration No. 333-[=])
filed by the Corporation with the Securities and Exchange Commission and any
amendments or supplements thereto, subject to the prohibition contained
therein against owning more than 19.9% of the Corporation’s outstanding
Common Stock as a result of the exercise of such subscription rights.





                    Section
4.     Delaware
Contract. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts to
be made and performed entirely within such State. 


                    Section
5.     Counterparts. This Amendment may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. 


                    Section
6.     Modification. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise, alter,
modify or amend any of the other terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement. 


                    Section
7.     Descriptive Headings. Descriptive
headings of the several Sections of this Amendment are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions.


                    Section
8.     Severability. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the term, provisions, covenants and restrictions of this Amendment
and of the Rights Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated. 


 [Signature Page Follows]


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


	
 

	
 

	
 


	
 

	
COSI, INC.


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	 


	
 

	
 

	
Name: William E. Koziel


	
 

	
 

	
Title: Chief Financial
Officer


	
 

	
 

	
 


	
 

	
AMERICAN STOCK TRANSFER
AND

TRUST COMPANY, LLC


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title: