COSI INC - FORM S-1/A - EX-99.2

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file	filename
S-1/A - COSI INC	c69273_s1a.htm
EX-8.1 - COSI INC	c69273_ex8-1.htm
EX-4.8 - COSI INC	c69273_ex4-8.htm
EX-5.1 - COSI INC	c69273_ex5-1.htm
EX-23.1 - COSI INC	c69273_ex23-1.htm

Exhibit 99.2

FORM OF NOTICE OF GUARANTEED DELIVERY
FOR
RIGHTS CERTIFICATES
ISSUED BY
COSI, INC.

This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus dated [●], 2012 (the “Prospectus”) of Cosi, Inc., a Delaware corporation (“Cosi”), if a holder of Rights cannot deliver the certificate(s) evidencing the Rights (the “Rights Certificate(s)”), to the subscription agent listed below (the “Subscription Agent”) prior to 5:00 p.m., New York City time, on [●], 2012, (as it may be extended, the “Expiration Time”). Such form must be delivered by hand or sent by telegram, facsimile transmission, first class mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent prior to the Expiration Time. See “The Rights Offering — Method of Exercising Subscription Rights” in the Prospectus.

Payment of the Subscription Price of $[●] per full share of Cosi common stock subscribed for upon exercise of such Rights must be received by the Subscription Agent in the manner specified in the Prospectus prior to the Expiration Time even if the Rights Certificate(s) evidencing such Rights is (are) being delivered pursuant to the Guaranteed Delivery Procedures thereof. See “The Rights Offering — Method of Exercising Subscription Rights” in the Prospectus.


By Mail:	By Hand, Express Mail, Courier, or Other
American Stock Transfer &	Expedited Service:
Trust Company, LLC	American Stock Transfer &
Operations Center	Trust Company, LLC
Attn: Reorganization Department	Operations Center
P.O. Box 2042	Attn: Reorganization Department
New York, New York 10272-2042	6201 15^th Avenue
	Brooklyn, New York 11219

By Facsimile Transmission:
(718) 234-5001

Telephone Number for Confirmation:
(877) 248-6417 or (718) 921-8317

Telephone Number for Information:
(877) 478-5038 or (212) 493-3910
Information Agent, Phoenix Advisory Partners,
a division of American Stock Transfer & Trust Company, LLC

Delivery of this instrument to an address other than as set forth above or
transmission of this instrument via facsimile other than as set forth above does
not constitute a valid delivery

Ladies and Gentlemen:

The undersigned hereby represents that the undersigned is the holder of Rights Certificate(s) representing Right(s) and that such Rights Certificate(s) cannot be delivered to the Subscription Agent prior to the Expiration Time. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to (i) exercise the Subscription Privilege to subscribe for _____________ share(s) of Common Stock with respect to each of the Rights represented by such Rights Certificate(s) and (ii) exercise the Over-Subscription Privilege relating to such Rights, to the extent that shares of Common Stock that are not otherwise purchased pursuant to the exercise of Rights are available therefore, for an aggregate of up to _____________ share(s) of Common Stock, subject to availability and allocation as described in the Prospectus.

The undersigned understands that payment of the Subscription Price of $[●] per full share of Common Stock subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege must be received by the Subscription Agent prior to the Expiration Time, and represents that such payment, in the aggregate amount of $_____________ either (check appropriate box):


o	is being delivered to the Subscription Agent herewith

	or

o	has been delivered separately to the Subscription Agent in the manner set forth below (check appropriate box and complete information relating thereto):

o	Wire transfer of funds

	Name of transferor institution:

	Date of transfer:

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	Confirmation number (if available):

o	Uncertified check (Payment by uncertified check will not be deemed to have been received by the Subscription Agent until such check has cleared. Holders paying by such means are urged to make payment sufficiently in advance of the Expiration Time to ensure that such payment clears by such date.)

o	Certified check

o	Bank draft (cashier’s check)

o	Money order

	Name of maker

	Date of check, draft or money order:

	Check, draft or money order number:

	Bank on which check is drawn or issuer or money order:



Signature(s)		Address


Names


(Please type or print)		Area Code and Tel. No.(s)
Rights Certificate No(s). (if available)

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GUARANTEE OF DELIVERY

(Not to Be Used for Rights Certificate Signature Guarantee)

The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the Subscription Agent the certificates representing the Rights being exercised hereby, with any required signature guarantee and any other required documents, all within three (3) business days after the date hereof.

Dated:



(Address)		(Name of Firm)


(Area Code and Telephone Number)		(Authorized Signature)

The institution that completes this form must communicate the guarantee to the Subscription Agent and must deliver the Rights Certificate(s) to the Subscription Agent within the time period shown in this prospectus. Failure to do so could result in a financial loss to such institution.

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