EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
FOR
SUBSCRIPTION WARRANTS
ISSUED BY COSI, INC.
This form, or one substantially equivalent hereto, must be used to
exercise subscription rights ("Rights") pursuant to the rights offering
described in the Prospectus dated [_______________], 2003 (the "Prospectus") of
Cosi, Inc., a Delaware corporation (the "Company"), if a holder of Rights cannot
deliver the Subscription Warrant(s) evidencing the Rights to American Stock
Transfer & Trust Corporation, the subscription agent for the rights offering,
prior to 5:00 p.m., Eastern Daylight Time, on [_______________], 2003, unless
such expiration date is extended in the sole discretion of the Company (as it
may be extended, the "Expiration Date"). Such form must be delivered by hand or
sent by facsimile transmission or mail to American Stock Transfer & Trust
Corporation, and must be received by American Stock Transfer & Trust Corporation
on or prior to the Expiration Date. For additional information, see the
discussion set forth under "The Rights Offering--Notice of Guaranteed Delivery"
in the Prospectus.
Regardless of the manner of delivery of the Subscription Warrant(s),
payment of the subscription price for the number of shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), subscribed for
upon exercise of the Rights must be received by American Stock Transfer & Trust
Corporation in the manner specified in the Prospectus prior to 5:00 p.m.,
Eastern Daylight Time, on the Expiration Date.
The address of the subscription agent is:
American Stock Transfer & Trust Corporation
[________________]
[________________]
Facsimile: [___________]
To confirm receipt, call:
[_____________]
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby represents that he or she is the holder of a
Subscription Warrant(s) representing [_____________________] Rights, and that
such Subscription Warrant(s) cannot be delivered to American Stock Transfer &
Trust Corporation before 5:00 p.m., Eastern Daylight Time, on the Expiration
Date. Upon the terms and subject to the conditions set forth in the Prospectus,
receipt and review of which hereby are acknowledged, the undersigned hereby
elects to exercise (i) the basic subscription privilege described in the
Prospectus to subscribe for an aggregate of $____ worth of shares of Common
Stock and (ii) the oversubscription privilege described in the Prospectus to
subscribe for an aggregate of $____ worth of shares of Common Stock, subject to
limitation, availability and proration of shares upon the terms and conditions
described in the Prospectus. The undersigned understands that payment of the
subscription price pursuant to the basic subscription privilege and the
oversubscription privilege must be received by American Stock Transfer & Trust
Corporation before 5:00 p.m., Eastern Daylight Time, on the Expiration Date. The
undersigned represents that such payment, in the aggregate amount of
$[______________], either (check appropriate box):
[ ] is being delivered to American Stock Transfer & Trust
Corporation herewith, OR
[ ] has been delivered separately to American Stock Transfer & Trust
Corporation;
and is being delivered or was delivered in the manner set forth below (check
appropriate box and complete information relating thereto):
[ ] wire transfer of funds
- name of transferor institution
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- date of transfer
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- confirmation number (if available)
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[ ] personal check drawn on a U.S. bank. (Payment by personal check will not
be deemed to have been received by American Stock Transfer & Trust
Corporation until such check has cleared. A shareholder paying by such
means is urged to make payment sufficiently in advance of the Expiration
Date to ensure that such payment clears by such date.)
[ ] certified or cashier's check drawn on a U.S. bank
[ ] U.S. postal or express money order
- name of maker
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- date of check, draft, or money order number
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- bank on which check is drawn or issuer of money order
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Signature(s)
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Name(s)
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Address(es)
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Area Code and Tel. No(s).
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Subscription Warrant No(s). (if available)
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GUARANTY OF DELIVERY
(NOT TO BE USED FOR SUBSCRIPTION WARRANT SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or member of the National Association of Securities Dealers, Inc.,
commercial bank or trust company having an office or correspondent in the United
States, or other eligible guarantor institution which is a member of or a
participant in a signature guarantee program acceptable to American Stock
Transfer & Trust Corporation, guarantees that the undersigned will deliver to
American Stock Transfer & Trust Corporation the Subscription Warrant(s)
representing the Rights being exercised hereby, with any required signature
guarantees and any other required documents, all within three Nasdaq National
Market trading days after the date hereof.
Dated: __________, 2003
______________________________________________________________________________
(Name of Firm)
______________________________________________________________________________
(Authorized Signature and Title)
______________________________________________________________________________
(Address)
______________________________________________________________________________
(Area Code and Telephone Number)
The institution which completes this form must deliver the
Subscription Warrant(s) to American Stock Transfer & Trust Corporation within
the time period shown herein. Failure to do so could result in a financial loss
to such institution.
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