Headings of Sections. The headings of sections in this Amendment are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Amendment.

Headings and Sections. The headings contained in this Certificate are for reference purposes only and shall not affect in any way the meaning or interpretation of this Certificate. Any references to sections (§) in this Certificate shall be to sections (§) of this Certificate unless otherwise expressly stated as part of such reference.

Sections and Headings. The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

[Sections 15.12] (Submission to Jurisdiction) and 15.13 (Waiver of Jury Trial) of the Participation Agreement are hereby incorporated herein as if set forth herein.

[Sections 7.11(c)(i) and (ii)])] of the Credit Agreement shall be amended and restated in their entirety to read as follows:

[Sections 1.1 and 2.1]1] of the Employment Agreement are amended to provide that, effective as of October 1, 2023, the Employee shall no longer serve as President and Chief Executive Officer of the Company and Cosi Agency, Inc.

[Sections 2.05(c), 2.16(a)(ii) and 8.02(c)])])] set forth certain additional requirements to deliver or apply Cash Collateral hereunder. For purposes of this Section 2.03, [Section 2.05(c)], [Section 2.16] and [Section 8.02(c)], “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Company hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at JPMorgan.

[Sections 3.1(a) and 3.1(b)])] of the Amended SRP are amended and restated to read in their entirety as follows, respectively:

[Sections 1.12(b) and (c)])] of the Business Financing Agreement are hereby amended in their entirety as follows:

[Sections 8.11(a) and (b)])] are amended in their entirety to read as follows: