11. On or about March 28, 2012, Luis Diego Escalante Vargas, Maria Cristina Escalante, Steven Aronson, and Gonzalo Soffia Bawarsky each executed an Owner and Personal Acknowledgment (collectively, the “Owner and Personal Acknowledgments”).
12. Also on or about March 28, 2012, Panem Vitae S.A., Hermanos Soffia Bawarsky Sociedad Anomina Co., Montemani LLC, Luis Diego Escalante Vargas, Maria Cristina Escalante, Steven Aronson, and Gonzalo Soffia Bawarsky (individually and collectively, the “Guarantors”) executed a Guarantee (the “Guarantee”) guaranteeing all of Fast Casual’s obligations under the FC MFA.
13. Prior to the Petition Date, effective as of February 22, 2016, Cosi and Fast Casual Panama entered into a Master Development and Franchise Agreement, as amended by First Amendment to Master Development and Franchise Agreement dated February 15, 2016 (the “Panama MFA”; together with the FC MFA, the “MFAs”).2
14. The MFAs collectively grant the Franchisee Parties the rights to operate and develop Cosi restaurants in Costa Rica and Panama. As of the date hereof, Fast Casual operates seven (7) Cosi restaurants in Costa Rica as a franchisor pursuant to the FC MFA. As of the date hereof, Fast Casual Panama has opened no Cosi restaurants in the Republic of Panama.
Copies of the MFAs are available upon request.