#687415 3 - Cosi Amended and Restated Audit Committee Char–

COSI, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER Status There shall be a committee of the Board of Directors of Cosí, Inc. (the “Corporation”) to be known as the Audit Committee. The Audit Committee shall be governed by this Charter, which has been approved by the Board of Directors. Statement of Policy The purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Corporation and the audits of the Corporation’s financial statements. In so doing, the Audit Committee shall meet at least quarterly, and more frequently as appropriate, and maintain free and open communications between the directors, the auditing firm engaged by the Corporation (the “outside auditors”), persons performing the internal audit function (the “internal auditors”) and the financial management of the Corporation. The Audit Committee shall provide sufficient opportunity for the internal auditors and outside auditors to meet with the members of the Audit Committee without the members of management present. The Audit Committee may request any officer or employee of the Corporation or the Corporation’s outside counsel or outside auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Audit Committee shall regularly make reports to the Board of Directors and make recommendations to the Board of Directors as appropriate. The Audit Committee shall have the ...