{"url_path":"/sec/mrnow/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","accession_number":"0001140361-26-021583","cik":"0001988776","ticker":"MRNO","issuer_name":"Murano Global Investments Plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","primary_entity_key":"0001988776","primary_entity_name":"Murano Global Investments Plc"},"word_count":25889,"has_tables":true,"body_markdown":"ITEM 4.\n\nINFORMATION ON THE COMPANY\n\nA.\n\nHistory and Development of the Company\n\nBusiness Combination\n\nOn March 20, 2024, Murano PubCo announced the completion of the previously announced business combination with HCM, pursuant to the amended & restated business combination agreement, dated\nas of August 2, 2023, by and among Murano, HCM, Murano PV, Elías Sacal Cababie, ESAGRUP, Murano Global B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its official\nseat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 89192877, MPV Investment B.V., a private limited liability company under Dutch law, having its official seat in Amsterdam, the Netherlands and registered\nwith the Dutch trade register under number 89196651, and New CayCo (the “Original Business Combination Agreement”, as amended by the First Amendment to the Business Combination Agreement, dated as of December 31, 2023, the “Business Combination\nAgreement”).\n\nIn connection with, and prior to, the Business Combination, on March 1, 2024, Murano converted from a private limited company operating under the name “Murano Global Investments Ltd.” into a\npublic limited company operating under the name “Murano Global Investments PLC”.\n\nPursuant to the terms of the Business Combination Agreement, among other things, the following transactions occurred: (i) New CayCo merged with and into HCM, the separate corporate existence of\nNew CayCo ceasing with HCM being the surviving company and a wholly owned direct subsidiary of Murano Global Investments (the “Merger”) and (ii) HCM changed its name to “Murano Global Hospitality Corp”. The surviving company is centrally managed\nand controlled from, and resident for tax purposes in, the United Kingdom.\n\nIn addition, at the effective time of the Merger, (i) each issued and outstanding HCM ordinary share, par value $0.0001 per share (the “HCM Ordinary Shares”) was automatically canceled and\nextinguished, and each holder of HCM Ordinary Shares received merger rights representing a corresponding number of Murano ordinary shares, no par value per share (the “Murano Ordinary Shares”), and (ii) each issued and outstanding warrant to\npurchase one HCM Ordinary Share automatically ceased to represent a right to acquire an HCM Ordinary Share and converted into and represent a right to acquire Murano Ordinary Shares (each, a “Murano Warrant”) and each Murano Warrant (a) has an\nexercise price of $11.50 per whole warrant required to purchase one Murano Ordinary Share, and (b) will expire on the five-year anniversary of the closing date of the Business Combination (i.e., March 20, 2029).\n\nAs a result of the foregoing transactions, there were 79,242,873 ordinary shares and 16,875,000 warrants outstanding as of March 20, 2024.\n\nOn March 14, 2024 Murano Global Investments incorporated the entity Murano Service Operations Limited in Dublin, Ireland. The purpose of the new entity is to help Murano to optimize the\nperformance of its operating assets by acting as a marketing and business services provider to the Murano Group.\n\nOn March 21, 2024, Murano’s ordinary shares and warrants commenced trading on the Nasdaq under the symbols, “MRNO” and “MRNOW,” respectively.\n\n48\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nMurano Group Reorganization Prior to Business Combination\n\nPrior to and in connection with the Business Combination, the Murano Group implemented a corporate reorganization consisting of share transfers and assignments of trust rights with the purpose\nof, among other aspects, Murano Global Investments becoming the ultimate parent company of the Murano Group consolidating all the subsidiaries of the Group as well as being the shareholder of 99.99% of the stock of Murano PV (the “Murano Group Reorganization”).\n\nPursuant to the Murano Group Reorganization, prior to and in preparation for the share transfers and assignments described below: (i) Murano World, as lender, and Murano PV, as borrower,\nentered into a loan agreement for an amount of Ps.$34,419,809.11, to fund Murano PV’s share acquisitions; and (ii) Murano PV carried out a capital reduction in its variable capital stock in the amount of Ps.$16,363,928.\n\nFor more information about the Murano Group Reorganization transactions, see “Item 5—Operating and Financial Review and Prospects—A. Operating Results—Murano\nGroup Reorganization Prior to Business Combination.”\n\nCorporate Information\n\nOur principal corporate offices are located at 25 Berkeley Square, London W1J 6HN, United Kingdom (+44 20 7404 4140) and at FFCC de Cuernavaca No. 20, 12 Floor, Lomas de Chapultepec, Sección\nIII, Miguel Hidalgo, 11000, Mexico City, Mexico (+52-55-92-67-83-60). Murano Group’s website address is https://www.murano.com.mx/en/. This URL is intended to be an inactive textual reference only. It is not intended to be an active\nhyperlink to our website. The information on our website, even if it might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this Report and you should not rely on any such\ninformation in making your decision whether to purchase our ordinary shares.\n\nThe SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http www.sec.gov.\nThis URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink.\n\nRecent Developments\n\nAgreement on the 2031 Notes Restructuring\n\n \n\nOn September 12, 2025, and March 12, 2026, the Issuer Trust did not make the scheduled interest payment due on the 2031 Notes. Under the Indenture\ngoverning the 2031 Notes, such missed interest payments were subject to a 30-day grace period expiring on October 12, 2025, and April 12, 2026, respectively. The Relevant 2031 Notes Defaults were not cured within such grace period and,\naccordingly, Events of Default occurred under the Indenture. Such Events of Default may also give rise to cross-defaults, rights and/or other remedies under other debt, security or related financing documents to which the Murano Group is a party\nor by which its assets may be bound. As a result, the Company engaged in discussions with the Ad Hoc Group regarding the potential 2031 Notes Restructuring.\n\n \n\nOn March 10, 2026, the Company announced that it had reached an agreement with the Ad Hoc Group, representing more than 81% of the aggregate principal\namount of the 2031 Notes outstanding, on the key terms of a proposed restructuring transaction relating to the 2031 Notes, as set forth in the Term Sheet. The Company also announced that, in order to support a successful implementation of the\nproposed transaction, it had entered into the Lock-Up Agreement with the Ad Hoc Group.\n\n \n\nThe proposed transaction contemplates, among other things, amending the existing 2031 Notes documentation (if 100% holder consent is obtained) or, if\nsuch consent is not obtained, implementing an out-of-court exchange of the Notes for New Notes coupled with a related consent solicitation, and includes terms relating to maturity extension, interest mechanics and project-related arrangements in\nthe GIC Complex.\n\n \n\n49\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nIn addition, the Term Sheet contemplates, among other things, the replacement of Hyatt as operator of the GIC I Hotel with Ennismore, and the\nrestructuring of the existing Beach Club Loan. The proposed transaction is also expected to be implemented through a set of definitive agreements and other instruments, including amendments and/or supplemental documentation relating to the 2031\nNotes and related trust and security arrangements, as well as project and operator documentation.\n\n \n\nThe consummation of the proposed transaction remains subject to a number of conditions and approvals, including the negotiation, execution and delivery\nof definitive documentation consistent with the Term Sheet, completion of the contemplated operator arrangements, and, in certain circumstances, minimum tender thresholds and other customary conditions. There can be no assurance that it will be\nconsummated on the terms described in the Term Sheet.\n\nFor additional information, see “Item 3.D. Risk Factors” and “Item 5. Operating and Financial Review and\nProspects—Liquidity and Capital Resources - 11% Senior Secured Notes due 2031.”\n\nContinued listing requirements of Nasdaq\n\nOn April 13, 2026, the Company announced that it has received a letter (the “Notification Letter”) from the Listing Qualifications Department of Nasdaq notifying the Company\nthat, based on the closing bid price of the Company's ordinary shares for the prior 30 consecutive business days, the Company no longer meets the continued listing requirements under Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid\nprice of $1 per share.\n\nIn accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided with a compliance period of 180 calendar days, or until October 5, 2026, to regain compliance with the minimum bid price\nrequirement. To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during the compliance period.\n\nIf the Company does not regain compliance within the initial compliance period, the Company may be eligible for an additional 180-day compliance period. To qualify for such additional period, the Company would be\nrequired to meet the continued listing requirements for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and to\nprovide written notice of its intention to cure the deficiency.\n\nThe Company intends to monitor the closing bid price of its ordinary shares and may, if appropriate, consider available options to regain compliance with the Nasdaq minimum bid price requirement.\n\nNasdaq Public Float Review\n\nOn April 28, 2026, the Company received an information request from Nasdaq regarding the calculation of its public float and market value of publicly held shares. Nasdaq requested updated shareholder information to\nconfirm compliance with the applicable listing requirements. The Company has provided the requested information and, as of the date of this Report, no formal determination has been made by Nasdaq.\n\nSEPA Equity Issuances\n\n \n\nIn connection with the SEPA, on January 28, 2026, the Group issued 2,000,000 ordinary shares to YA, of which YA initially sold 1,835,000 ordinary shares on that date for an amount of approximately U.S.$3,646,000.\nOn February 2, 2026, the Group issued an additional 363,500 ordinary shares and YA sold 528,500 ordinary shares for an amount of approximately U.S.$787,640.\n\nExpiration of De-SPAC Lock-Up\n\nOn March 20, 2026, the two-year lock-up period applicable to the transfer restrictions on the ordinary shares held by Murano’s pre-Business Combination shareholders and the HCM Initial Shareholders in connection with the Business Combination\n(as described in Note 1.b.2024(ix)(b)) expired.\n\nRepayment of Santander Revolving Credit Facility\n\nOn March 27, 2026, the Group repaid in full the Santander Revolving Credit Facility described in note 10 (6) to the Consolidated and Combined Financial Statements, which had an outstanding balance of\nU.S.$1,498,204.\n\n50\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nPayment Defaults and Ongoing Discussions with Creditors\n\nAs of the date of the issuance of the Consolidated and Combined Financial Statements, the Group had not made certain interest, principal or lease payments, as applicable, under\nthe instruments described in Note 10 (2)., (3)., (4)., (5)., (8)., (9). and (10) for the period from January 1st, 2025, through May 15, 2026. In addition, the Group\nexpects to deliver the audited financial information required under the 2031 Notes after the expiration of the 120-day period following year-end 2025, which constitutes an additional default thereunder. Management is reviewing actual and\npotential defaults and is actively engaged in discussions with the relevant lenders and creditors to seek: 1) waivers or other accommodations in connection with the contemplated debt restructuring, or 2) consensual settlements or restructurings\nthat may involve the transfer in lieu of payment (payment in kind) of mortgaged assets securing the applicable indebtedness. However, as of the date of the issuance of the Consolidated and Combined Financial Statements, no final agreements have\nbeen reached with respect to such matters.\n\nNew Hotel Management Agreement for the GIC I Hotel (Ennismore)\n\nOn April 6, 2026, in connection with the contemplated 2031 Notes Restructuring, we entered into a new hotel management agreement with Ennismore for the operation of the GIC I Hotel. Such\nagreement remains subject to the satisfaction of certain conditions precedent, including the effectiveness of the 2031 Notes Restructuring and the termination of the existing GIC I Hotel Management Agreement with Hyatt, and accordingly Hyatt\ncontinues to operate the GIC I Hotel as of the date of this Report.\n\nThe new hotel management agreement with Ennismore also contemplates that, in connection with its implementation and the contemplated repositioning of the GIC I Hotel and residential component\nas part of the Restructuring Project, additional related hotel and residential arrangements may be entered into with Ennismore or its affiliates, including consultancy, branding/marketing and residential management documentation.\n\nPotential Corporate Reorganization\n\nFollowing the completion of the contemplated debt restructuring, management has considered a potential corporate reorganization designed to improve operational, administrative and ownership\nefficiency within the Murano Group. Any such corporate reorganization could involve, among other things, transfers of assets and liabilities, changes to the Group’s organizational structure and business model, and the separation of operations\nbetween different stakeholder groups.\n\nAny such corporate reorganization has not been finalized, and its implementation (including timing and terms) would be subject to a number of conditions and approvals, which may include, among others, the\nsuccessful completion of the contemplated debt restructuring, required corporate and shareholder approvals, third-party consents, regulatory considerations and the receipt of a fairness opinion. There can be no assurance that any corporate\nreorganization will be pursued or consummated, or, if pursued, that it will be consummated on particular terms or within any particular timeframe. See “Item 3.D. Risk Factors—We have considered, and may in the future pursue, a corporate reorganization that could materially and adversely affect holders of our ordinary shares.”\n\nWorld Trade Center Sublicense Agreement\n\nThe sublicense agreement with FRANA entered into in connection with a contemplated World Trade Center development project was early terminated after the conditions for termination were met, namely: (i) the Company\nfailed to commence use of the sublicensed property within four (4) years following the effective date of the agreement; and (ii) the Company failed to make the corresponding IP-related payments. Such termination was effected without liability to\neither party, and the parties remain open to negotiating and entering into a new agreement in the future.\n\nB.\n\nBusiness Overview\n\n51\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nOverview\n\nOn March 20, 2024, Murano PubCo, completed the Business Combination described in more detail under “Item 4. Information on the Company—A. History and\nDevelopment of the Company-Business Combination.” As a result, on March 21, 2024, Murano’s ordinary shares and warrants commenced trading on Nasdaq under the symbols, “MRNO” and “MRNOW,” respectively.\n\nWe are an international development corporate group with extensive experience in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in\nMexico with a vision to create competitive and leading investment vehicles for the acquisition, consolidation, operation, and development of real estate assets. We also provide comprehensive services, including the execution, construction,\nmanagement, and operation of a wide variety of industrial, business, tourism real estate projects, among others. We have a national footprint and international outreach aimed at institutional real estate investors.\n\nWe were formed primarily to develop and manage a portfolio of hotel and resort properties in Mexico City, Cancun, and Ensenada. We currently own (i) Operational Hotels in Mexico City and\nCancun, (ii) Project Under Completion in Cancun and (iii) Projects to be Developed in Cancun and Ensenada.\n\nAs discussed under “Item 4.A—Recent Developments—Potential Corporate Reorganization,” following the completion of the contemplated debt restructuring,\nmanagement has considered a potential corporate reorganization, and any such reorganization may involve transactions between affiliated entities, subject to applicable approvals and definitive documentation. Any such corporate reorganization has\nnot been finalized and may not be pursued or consummated. Accordingly, the description of our current operations in this Item 4.B reflects the Group’s existing portfolio and business as of the date of this Report.\n\nOperational Hotels\n\nOur current portfolio of operational hotels (the “Operational Hotels”) consists of:\n\n•\n\nAndaz Hotel: the Andaz Mexico City Condesa operated by Hyatt, is part of the Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and has been operational since\nthe first quarter of 2023, the Andaz Hotel has 213 rooms and several amenities, including a sky bar “Cabuya Rooftop”, multiple restaurants, an auditorium, breakout rooms, a business center, a pet friendly area and restaurant for pets, the\n“Wooftop”, a gym and a spa. It also has a 954.31 sqm ballroom with a crystal dome with a capacity for 49 tables and 588 guests.\n\n52\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nMondrian Hotel: the Mondrian Mexico City Condesa operated by Accor, is part of the Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and has been\noperational since the first quarter of 2023, the Mondrian Hotel has 183 rooms and several amenities, including “Distrito Mondrian” meeting rooms, a “Terraza” bar and a “Flower Shop” coffee shop.\n\n•\n\nVivid Hotel: the Hyatt Vivid Grand Island, currently operated by Hyatt, is part of the GIC I Hotel within the GIC Complex in Cancun, subject to any amendment, termination\nor replacement of the applicable hotel management arrangements in connection with the contemplated 2031 Notes Restructuring. Completed and operational since April 2024, the Vivid Hotel is an adult-only brand all-inclusive hotel\ncategorized as five-star upper scale with 400 rooms and several amenities, including one main buffet, one coffee shop, the vantage club for VIPs, seven specialty restaurants, six bars, gym, spa, one retail shop, and 1,010 sqm space for\nevents.\n\nThe Grand Island Beach Club is part of the GIC Complex in Cancun and commenced operations in April 2024. The Beach Club provides services to the Vivid Hotel and will provide services to other\nhotel and/or hospitality components within the GIC Complex from time to time, including any future hotels, Residential Condos or other components that may be developed or reconfigured as part of the contemplated 2031 Notes Restructuring.\n\nProject Under Completion\n\nThe GIC Complex has historically been described as being developed in two phases. Phase one was initially planned to include 1,016 hotel rooms under two brands: (i) 400 rooms, which are\noperational under the “Vivid” brand, an adults-only concept, and (ii) 616 rooms, which were planned to operate under the “Dreams” brand, a family-friendly offering. The timing and scope of the Phase one buildout, including any opening timeline\nfor the Dreams component, have been subject to ongoing review and will be modified and terminated in connection with the contemplated 2031 Notes Restructuring and the related project reconfiguration described below.\n\nThe World Trade Center development project previously contemplated as part of the GIC Complex is no longer being pursued following the termination of the related sublicense agreement. See “Item 4.A—Recent Developments—World Trade Center Sublicense Agreement.”\n\nThe Group is currently conducting a strategic review of the GIC I Hotel and the broader GIC Complex. While prior plans contemplated the full buildout of 1,016 hotel rooms, the Term Sheet\ncontemplates the Restructuring Project as a reconfiguration of the GIC Complex (including a hotel with 566 guest rooms and up to 328 Residential Condos) and the contemplated replacement of Hyatt as operator with Ennismore (or an affiliate or\nsuccessor), in each case subject to definitive documentation and other conditions. In connection with the contemplated 2031 Notes Restructuring, we have entered into the GIC I Hotel Management Agreement (Mondrian) with Ennismore for the operation\nof the GIC I Hotel, pursuant to which Hyatt is expected to be replaced as operator upon satisfaction of the applicable conditions precedent, including the effectiveness of the 2031 Notes Restructuring and the termination of the existing GIC I\nHotel Management Agreement with Hyatt.\n\nProjects to be Developed\n\nWe currently own the following projects that we plan to develop (the “Projects to be Developed”):\n\n•\n\nGIC Phase II: part of the new strategic pipeline, phase two is planned to consist of a total of approximately 1,254 condominiums, divided into four condominium towers with\npartial views of the ocean, lagoon and/or adjacent golf course owned by Iberostar. The list of amenities includes pools, tennis court, volleyball court, snack bar, firepits, jungle gym, pet garden, spa, coworking rooms, among others. The\nGroup’s management and board of directors are continuously evaluating the plan for phase two of the GIC Complex. We expect the development of the first 466 condominiums to cost approximately U.S.$87.2 million.\n\n53\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nBaja Cruise Port: Development of a cruise port with a capacity of 2 million passengers per year. The Group is in early-stage discussions regarding financing terms with a\nnational bank and has signed a memorandum of understanding with a major global cruise line operator. We expect the development of the Baja Cruise Port to cost approximately U.S.$136 million.\n\n•\n\nBaja Marina: Development of a marina consisting on approximately 15,000 linear ft slip spaces. We expect the development of the Baja Marina to cost approximately U.S.$32\nmillion.\n\n•\n\nBaja Retail Village: Development of Baja Retail Village with a leasable area of approximately 45,000 sqm. We expect the development of the Retail Village to cost\napproximately U.S.$55 million.\n\n•\n\nResort Property in Baja Development Project: this resort is expected to have two five-star upper-upscale resorts, one with 371 keys and a second one with 400 keys. Based\non preliminary estimates, we expect the development of the Resort Property in Baja Development Project to cost approximately U.S.$180 million. We have not yet begun the process of trying to secure financing for the development of this\nproject. Therefore, we do not know when and if we will be able to begin construction of this project.\n\n•\n\nBaja Park Development Project: this industrial park project in Ensenada, will consist of 363,262 sqm of\nleasable space. This project is currently under evaluation, and we have not yet begun the process of trying to secure financing for its development. Therefore, we do not know when and if we will be able to begin construction of this\nproject. We expect the development of the Baja Park to cost approximately U.S.$122 million.\n\nThe GIC Phase II, the Resort Property in Baja Development Project, the Baja Park Development Project, the Baja Cruise Port, the Baja Marina and the Baja Retail Village are projects that we plan to develop subject\nto planning and environmental approvals as well as Murano Group being able to secure financing on acceptable terms.\n\nOur portfolio is expected to be comprised of all-inclusive resorts and residential condominiums, several of which will share the following characteristics: (i) prime beachfront locations; (ii)\nconvenient air access from a number of North American and other international gateway markets; (iii) strategic locations in popular vacation destinations in Mexico with strong government commitments to tourism; (iv) high quality physical\ncondition; and (v) capacity for further growth through incremental renovation or repositioning opportunities. We believe that the resorts of our portfolio will have a competitive advantage due to their location, amenities offering, large-scale\nand guest-friendly design.\n\nManagement of the Hotels\n\nWe have entered into long-term hotel management agreements with (i) Hyatt, under the Andaz brand, to operate the Andaz Hotel (part of the Insurgentes 421 Hotel Complex in Mexico City), (ii)\nAccor, under the Mondrian brand, to operate the Mondrian Hotel (part of the Insurgentes 421 Hotel Complex in Mexico City), and (iii) Hyatt, through Hyatt Inclusive Collection, to operate the Vivid Hotel and the Dreams Hotel (part of the GIC I\nHotel in Cancun). In connection with the contemplated 2031 Notes Restructuring, we have entered into the GIC I Hotel Management Agreement (Mondrian) with Ennismore for the operation of the GIC I Hotel, pursuant to which Hyatt is expected to be\nreplaced as operator upon satisfaction of the applicable conditions precedent, including the effectiveness of the 2031 Notes Restructuring and the termination of the existing GIC I Hotel Management Agreement with Hyatt.\n\nThe Group is currently conducting a strategic review of the GIC I Hotel and the broader GIC Complex. While prior plans contemplated the full buildout of 1,016 hotel rooms, the Term Sheet\ncontemplates the Restructuring Project as a reconfiguration of the GIC Complex (including a hotel with 566 guest rooms and up to 328 Residential Condos).\n\nWe believe these to be world-renowned hotel management companies recognized for their high-quality service, sophisticated and innovative loyalty programs, vacation clubs, modern reservation\nsystems and global distribution channels.\n\nMarket Opportunity\n\nWe believe there is an extraordinary market opportunity for our hotels, which are located in the two largest business and leisure destinations in Mexico. Mexico City is a significant cultural\ncenter and business hub representing approximately between 15% and 16 % of the country’s GDP. While there are multiple hotel developments that compete with us in terms of quality and geographic location within the city, most of these will be\nopening after 2026 and are of a smaller scale.\n\n54\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nCancun is the top destination in the Caribbean with more than two times the number of passenger arrivals as Puerto Rico, its closest competitor. We estimate that total passenger traffic in\nCancun in upcoming years will be near the historical levels seen before the COVID-19 pandemic. In the last several years, the number of total passengers visiting Cancun has grown at a considerably higher pace than the number of hotel rooms,\ncreating an opportunity in the hospitality industry.\n\nCompetitive Strengths\n\nWe believe the following are our key competitive strengths:\n\nLuxury Hotel Assets with Naturally Hedged Revenues at Strategic International Destinations\n\nWe own five-star upper-scale Hotels, consisting of: (i) the Andaz Hotel and the Mondrian Hotel, currently operational, in the Insurgentes 421 Hotel Complex in Mexico City, and (ii) the GIC I\nHotel in Cancun, consisting of the Vivid Hotel, currently operational, and the Dreams Hotel. We believe the Hotels and resort properties therein represent a competitive advantage due to their privileged locations in areas with dynamic demand\ncharacteristics and high barriers to entry, strong brand affiliations, superior amenities offerings, and their large-scale and cutting-edge architectural design. The properties’ prime real estate and strategic locations are expected to generate\nsignificant tourist interest and business activity and strong demand for superior lodging.\n\nThe Insurgentes 421 Hotel Complex is located in the Condesa neighborhood, one of the trendiest and most popular districts in Mexico City, Mexico’s most important business and cultural center.\nSurrounded by tourist attractions, landmarks, parks and a vibrant restaurant scene, Condesa is located within walking distance of Paseo de la Reforma, close to the city’s historic center and main financial district, and only 12 kilometers from\nMexico City’s international airport, the country’s largest in terms of passenger traffic. GIC I Hotel all-inclusive luxury resort is located in the area between Delfines Beach and the Nichupté Lagoon in Cancun, Mexico’s leading tourist\ndestination, next to the Iberostar Golf Club in the north of Punta Nizuc, the archeological zone of San Miguelito, and only 14 kilometers away from Cancun’s international airport, the country’s second largest in terms of passenger traffic.\n\nThe strategic locations attract substantial international demand from leisure and business visitors, including guests from the United States and Canada. Accordingly, we expect that a\nsubstantial portion of our revenues will be denominated in or linked to the U.S. dollar, while most of our operating expenses will be in pesos, providing us with a natural hedge for our U.S. dollar-denominated debt. It is market practice to quote\nand charge daily rates for luxury hotels in U.S. dollars in both Mexico City and Cancun.\n\nIn addition, we expect the Hotels to feature state-of-the-art technology and amenities, including restaurants, bars, conference centers, ballrooms, pools, spas, gyms and, in the case of the GIC\nComplex. We have designed and believe our properties are positioned to be the preferred destination for leisure, business and group travelers.\n\nAttractive Industry Fundamentals in the Mexican Leisure and Business Travel Sectors\n\nMexico is a preferred tourist destination with a consistently high level of annual visitors. During 2020, largely due to the impact of the COVID-19 pandemic, Mexico ranked second among the\nworld’s most visited countries and first in the Americas. Prior to 2020, Mexico ranked seventh among the world’s most visited countries. Mexico’s tourism industry has shown strong and sustained fundamentals through the years. Its rich cultural\nand natural offering is supported by a superior tourism-related infrastructure and high connectivity with key gateway markets in the United States and Canada through well-connected airports. The country’s tourism industry has proven to be\nresilient even throughout the COVID-19 pandemic, which had a material adverse impact on the tourism industry globally. Mexico suffered the lowest decline in tourism out of the top 10 travel destinations in the world.\n\nThe destinations where our properties are located experienced significant growth in international tourism prior to the COVID-19 pandemic, with relatively high occupancy rates in Cancun and\nMexico City. Cancun has been consistently ranked as the most popular tourist destination in the Caribbean, based on World Bank data, and one of the most visited cities in the world. It also receives a large share of visitors from the United\nStates and Canada.\n\n55\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nMexico City, the country’s capital, is also a popular tourist destination, with three UNESCO World Heritage Sites containing five historic buildings dating back to the 16th century. Mexico City\nis known as a popular tourist destination and a technology hub characterized by a thriving modern business environment. Mexico City’s booming business scene likely results from its unique ability to offer opportunities to combine business and\nculture at a reasonable cost. The city is an important financial center and global economic hub and is often described as the cultural Mecca of Latin America.\n\nAs global travel and tourism continue to increase post the COVID-19 pandemic, we expect a strong and sustainable recovery in the lodging industry in Mexico. We believe that our properties are\nexceptionally well-located to allow them to benefit from long-term positive trends in the tourism markets of Cancun and Mexico City.\n\nLong-term Strategic Partnerships with World Class Designers, Construction Companies, and Hotel Operators with Global Premium Hospitality Brands\n\nWe benefit from the experience and expertise of our internationally recognized design, construction, engineering, and project management partners. The GIC Complex has been designed by HOK, the\nlargest U.S.-based design, architecture, engineering and urban planning firm-and GIC Complex’s landscaping, outdoor amenities and aquatic parks have been designed by EDSA, a renowned U.S.-based planning, landscape architecture and design firm.\nThe supervision of the construction and engineering process is managed by Ideurban, a leading construction management firm with over 70 years of experience managing the construction of emblematic hotels in Mexico, including the St. Regis Ciudad\nde Mexico, St. Regis Punta Mita and Westin Brisas Ixtapa. We believe the skills and capabilities of these partners and their substantial experience successfully designing, constructing, and managing premier quality hotels and resorts enhances the\nvalue of our properties.\n\nHyatt is the largest operator of luxury hotels in Mexico and the Caribbean, and of luxury all-inclusive resorts in the world. As of December 31, 2025, Hyatt had approximately 100 hotels in\nMexico, 63 million Loyalty program members, and presence in over 83 countries across the globe. Accor is a leading hotel management service provider with more than 880,000 rooms across 110 + countries and more than 1,527 hotels in development.\n\nAccor is a leading global hospitality group operating through an integrated business model that includes hotel ownership, management, franchising, and brand platforms across a diversified\nportfolio spanning the luxury, premium, midscale, and economy segments. Leveraging a globally recognized brand ecosystem and a comprehensive operating platform, Accor delivers services to guests while creating value for owners, partners, and\nother stakeholders, positioning itself as an integrated hospitality ecosystem beyond traditional hotel operations.\n\nFor over 50 years, Accor has pursued a strategy focused on innovation, brand development, and geographic expansion, supported by a culture of openness and a commitment to sustainable and\nresponsible hospitality. In 2024, Accor formalized its corporate purpose following a company-wide consultation process, reinforcing its longstanding emphasis on purpose-driven hospitality and establishing a guiding framework for its strategic\ndecisions and day-to-day operations across all markets in which it operates.\n\nHyatt and Accor are industry-leading hotel operators with world-renowned premium hotel brands and by partnering with them we expect to maximize the cost structure and performance of our\nproperties by leveraging their superior customer-oriented approach, marketing capabilities and profound experience as hotel operators. More specifically, their sophisticated loyalty and vacation club programs, modern and robust reservation\nsystems, global distribution channels, marketing infrastructure, effective product segmentation and strong customer awareness will position our properties among the top hotels and resorts in Mexico City and Cancun.\n\nInsurgentes 421 Hotel Complex\n\nThe Andaz Hotel is operated by Hyatt under the Andaz brand (owned by Hyatt), who has a strong combination of global loyalty programs and local know-how in the location. Additionally, the Mondrian Hotel is operated by Accor under the Mondrian brand (owned by Accor) as its first luxury hotel property in Mexico City, making the location its flagship hotel in Latin America. As such, we believe\nAccor will have strong incentives to provide high-quality management. Though the Andaz Hotel and the Mondrian Hotel are separate hotels and operators, both brands coexist within the same building, allowing for operating efficiencies, a wider\nproduct offering and capturing a larger target market.\n\nIn addition, to maximize our partnership with Hyatt and Accor we have structured long-term hotel management agreements. Accor’s agreement for the Mondrian Hotel includes a fee arrangement tied\nto occupancy and performance targets consistent with the quality of the property, based on a minimum amount of adjusted gross operating profit. As part of that agreement, Accor will be entitled to a base fee of 2.0% of gross revenue the first\nyear, as well as fees related to food & beverage (up to 2% of gross revenue per annum); in addition, Accor will be paid an incentive fee of 15% over the special adjusted gross operating profit (meaning the gross operating profit, less the\nfollowing: (i) base fee; (ii) all property taxes; (iii) insurance costs; (iv) replacement reserve contribution; and (v) an amount equal to eight percent (8%) of the total project costs (which is the sum of all costs and expenses incurred by\nOHI421 Premium in connection with the development, construction, initial furnishing and initial equipment of the Mondrian Hotel and an aggregate amount of $200,000 per key at the Mondrian Hotel)).\n\n56\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nIn respect of the Andaz Hotel, Hyatt will be entitled to a base fee as follows: (a) (i) 1.6% of gross revenue in the first fiscal year, (ii) 2.1% of gross revenue in the second fiscal year, and\n(iii) 2.6% of gross revenue in the third and subsequent fiscal years; and (b) a royalty fee of 0.4% of gross revenue per annum. In addition, Hyatt is entitled to an incentive fee payment if the gross operating profit margin exceeds 20.01%. The\nincentive fee will be based on a percentage of annual gross profits, with multiple step-ups capped at 10% when gross operating profit margin exceeds 40%.\n\nGIC Complex\n\nFollowing the execution of the Lock-Up Agreement and the agreement with the Ad Hoc Group, the Company is pursuing a reconfiguration of the GIC I Hotel. Under the contemplated Restructuring\nProject, the property would consist of a hotel with approximately 566 guest rooms and a residential component of approximately 328 Residential Condos.\n\nIn connection with this plan, and the contemplated 2031 Notes Restructuring, we have entered into the GIC I Hotel Management Agreement (Mondrian) with Ennismore for the operation of the GIC I\nHotel, pursuant to which Hyatt is expected to be replaced as hotel operator upon satisfaction of the applicable conditions precedent, including the effectiveness of the 2031 Notes Restructuring and the termination of the existing GIC I Hotel\nManagement Agreement with Hyatt.\n\nThe GIC I Hotel is currently operated by Hyatt, through Hyatt Inclusive Collection, under the Dreams (family oriented, non-operational) and Vivid (adults only, operational since April 2024)\nbrands, subject to the contemplated replacement of the operator for the GIC I Hotel in connection with the 2031 Notes Restructuring.\n\nThe Group is currently conducting a strategic review of the GIC I Hotel and the broader GIC Complex. While prior plans contemplated the full buildout of 1,016 hotel rooms, the Term Sheet\ncontemplates the Restructuring Project as a reconfiguration of the GIC Complex (including a hotel with 566 guest rooms and up to 328 Residential Condos).\n\nCommitted Sponsor and Experienced Management Team with a Solid Track Record\n\nThe Murano Group is an experienced real estate developer dedicated to acquiring, developing, and owning high-end residential properties, luxury hotels, and industrial real estate in Mexico.\nMurano Group’s current portfolio of city and beach properties spans the country’s most popular and desirable cities. Since its formation in 1999, Murano Group has sold 2,174 condominiums, and has developed, or is in the process of developing,\nmultiple resorts and hotels. It has also invested over U.S.$64.6 million in its landbank and constructed over 465,555 sqm, investing U.S.$435.7 million in aggregate.\n\nGreen Certified Hotels with a Long-Term Commitment to Sustainability\n\nThe Andaz Hotel and the Mondrian Hotel have qualified for the EDGE Green Building Certification. Excellence in Design for Greater Efficiencies (“EDGE”) is a green building standard and\ncertification system developed by the International Finance Corporation and applicable in 140 countries. The areas of assessment on the environmental performance of the buildings include: (i) climate conditions of the location, (ii) building type\nand output use, (iii) design and specifications and (iv) calculation of end-use demand, which considers overall energy demand, heating, ventilation and air condition, water demand and estimations on rainwater harvesting or recycled waters\non-site. To achieve an EDGE certification, a building must demonstrate a minimum of 20% reduction in operational energy consumption, water use, and embodied energy in materials as compared to typical local practice.\n\nInvestment Grade Property Insurance Providers\n\nThe properties are covered by top investment grade insurance providers. The GIC I Hotel is covered by GMX Seguros and the Andaz and Mondrian Hotels in Mexico City are covered by AXA Insurance.\nThe insurance policies are designed to uphold high standards of coverage, including: (i) full building replacement cost, (ii) building, improvements and adaptations, contents and consequential losses, and (iii) covered risks including earthquake,\nhydro-meteorological and fire.\n\nBusiness and Growth Strategies\n\nMaximize Profitability through Active Asset Management\n\nWe intend to continually improve the operating performance and profitability of our portfolio. To do so, together with the hotel operators, we will seek to identify revenue-enhancement\nopportunities and drive cost efficiencies to maximize the operating performance, cash flow, and value of each property. As active owners, we provide direction and oversight to the hotel operators and continuously evaluate their plans and\nstrategies, including those to be implemented to optimize the performance of each property. To that end, we will regularly conduct sales, marketing, and financial performance reviews designed to identify strengths and weaknesses that can be\naddressed to enhance property performance and conduct periodic on-site meetings with property and regional personnel and in-depth operational reviews focused on identifying new and ongoing margin improvement initiatives.\n\n57\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nMaintain a Stable and Efficient Capital Structure\n\nWe are committed to maintaining a capital structure in line with our cash flow generation while providing attractive returns for our shareholders. We seek to tailor our debt portfolio to ensure\na reasonable cost of capital, and to match the long-term nature of our asset base. We are also focused on maintaining appropriate levels of liquidity.\n\nLeverage Our Partnerships with Leading Industry Hotel Operators to Drive Occupancy, ADR and RevPAR Growth\n\nWe leverage our partnerships with Hyatt and Accor (subject to the contemplated operator transition for the GIC I Hotel in connection with the 2031 Notes Restructuring)_and utilize their\nworld-renowned brands, depth of experience, unique understanding of resort operations, track record in our specific markets, robust reservation and marketing infrastructure and networks, effective product segmentation, vacation club services,\nloyalty programs, and strong customer awareness. We believe these experienced operators will deliver a distinctive lodging experience to our hotel guests, and their operational expertise will drive occupancy, ADR and RevPAR growth at our\nproperties. We also believe their substantial experience and expertise in our markets will mitigate the hotel integration and utilization risk that may otherwise exist with new entrants in the competitive Mexico City and Cancun markets.\n\nDiversify our Revenue Mix\n\nWe expect to capitalize on the state-of-the-art amenities at the Hotels, as well as their strategic locations, to diversify our revenue mix. We expect the superior amenities at our properties,\nincluding restaurants, bars, spas, and facilities for large conferences, banquets, and weddings, will provide an additional source of operating cash flows and reduce overall sensitivity to seasonal changes in demand for lodging among leisure and\nbusiness travelers. We also believe that the operation of the properties of the Hotels under different brands that target different demographics and customer preferences will further diversify our sources of revenue.\n\nIntegrated ESG Strategy, Environmental Certifications and Green Bond Framework\n\nWe expect to implement an integrated environmental and corporate governance (“ESG”) strategy. We recognize that developing real estate assets is a high-impact industry with respect to\nenvironmental, social and governance factors. Consequently, we have adopted a construction model that includes sound environmental features in our buildings by controlling our construction process, focusing on the environmental performance of our\nproperties, and emphasizing energy efficiency.\n\nOur strategy relies on innovation and sustainability as the fundamental pillars to develop our projects, which will drive us to generate value while designing and operating highly efficient and\nsustainable hotels. We will implement projects that engage sustainable construction, champion social priorities related to construction, and serve as a model for ethical governance in the real estate and hospitality sector. In order to have a\nclear and constant assessment of the implementation of these practices, we will use commercially reasonable efforts to have all our properties certified by EDGE.\n\nFurthermore, we prioritize social, environmental, and biodiversity issues in all the locations in which we operate. Our corporate social responsibility activities have the ultimate goal of\npositively impacting one or more of the 17 United Nations’ Sustainable Development Goals, with a focus on those sustainable development goals for which it has a greater responsibility, such as creating more sustainable cities, promoting\ninnovation in industrial sectors and fighting climate change, in the context of the environment in which we operate and the nature of our business as a real estate developer.\n\n58\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nDevelop and Maintain Dialogue with all Stakeholders in the Community and Protect the Environment\n\nWe intend to continue to work proactively to identify, evaluate, and work to control all safety risks and prevent any negative impact on our Group’s employees and contractors, as well as the\ncommunities and the environment in the vicinity of our existing assets. We intend to continue to follow strict policies for environmental protection in our operations aligned with applicable laws and regulations and international sustainable\nbusiness practices. We intend to develop trustworthy relationships based on transparency and mutual benefit with our communities, workers, subcontractors, suppliers, guests, and all of our relevant stakeholders.\n\nDescription of the Properties\n\nSee “Item 4. Information on the Company—D. Property, Plant and Equipment” for descriptions of our properties and the construction methods, material\nagreements and project agreements related to our properties.\n\nSee “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt” for descriptions of the existing indebtedness related\nto our properties.\n\nInsurance\n\nMurano Group’s resorts carry what Murano Group believes are appropriate levels of insurance coverage for a business operating in the lodging real estate industry in Mexico. This insurance\nincludes coverage for general liability, property, workers’ compensation and other risks with respect to Murano Group’s business and business interruption coverage.\n\nThis general liability insurance provides coverage for claims resulting from Murano Group’s operations, goods and services, and vehicles. Murano Group believes these insurance policies are\nadequate for foreseeable losses, and on terms and conditions that are reasonable and customary with solvent insurance carriers.\n\nCompetition\n\nOur hotels will compete with other hotels for guests in each of their markets on the basis of several factors, including, among others, location, quality of accommodations, convenience, brand\naffiliation, room rates, service levels and amenities, and level of customer service. Competition is often specific to the individual markets in which our hotels are located and includes competition from existing and new hotels operated under\npremium brands in the segments in which we operate. We believe that hotels such as the hotels in our portfolio, that are affiliated with leading national and international brands, such as the brands of Hyatt and Accor, enjoy the competitive\nadvantages associated with operating under such brands. Increased competition could harm our occupancy and revenues and may require us to provide additional amenities or make capital improvements that we otherwise would not have to, which may\nmaterially and adversely affect our operating results and liquidity.\n\nThe existing and upcoming luxury hotel offerings are aligned with the vibrant pulse of the city, providing a deep connection to the local culture and unique experiences. Andaz Condesa and\nMondrian Condesa embody this vision, delivering high-end hospitality with a focus on contemporary design and cultural integration. In the coming years, these hotels are expected to continue benefiting from the dynamic luxury market in the area,\nwith potential increases in rates as competition and demand for authentic and sophisticated experiences continue to grow.\n\nCancun is the top destination in the Caribbean with more passenger arrivals than Dominican Republic, its closest competitor. We estimate that total passenger traffic in Cancun in upcoming years\nwill maintain its levels achieved in 2025, which are in-line with levels seen before the COVID-19 pandemic; having surpassed pre-pandemic levels since 2022. In the last several years, the number of total passengers visiting Cancun has grown at a\nconsiderably higher pace than the number of hotel rooms, creating an opportunity in the hospitality industry. Available hotel rooms in Cancun, according to the most recent available data for December 2025 shows 35,995 available hotel rooms,\ncompared to 35,115 available hotel rooms in 2019, prior to the COVID-19 pandemic. Since 2022, passenger arrivals in Cancun had already surpassed 2019´s figures.\n\nSeasonality\n\nThe seasonality of the lodging industry and the location of Murano’s resorts in Mexico and the Caribbean generally result in the greatest demand between mid-December and April of each year,\nyielding higher occupancy levels and package rates during this period. This seasonality in demand has resulted in predictable fluctuations in revenue, results of operations and liquidity, which are consistently higher during the first quarter of\neach year than in successive quarters.\n\n59\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nMarketing\n\nThe commercial strategy for Hyatt Vivid Grand Island emphasizes targeted promotions across key markets, including the USA, Canada, Asia, Latin America, and Europe, supported by major campaigns\nlike “Savor the Sunshine” and partnerships with OTAs and tour operators. The hotel focuses on growing segments such as weddings, golf, and MICE, while leveraging direct channels and loyalty programs like World of Hyatt. Customized offers for\nniche markets and exclusive UVC promotions further enhance demand generation and brand positioning throughout the year.\n\nThe commercial strategy for Mondrian Mexico City Condesa prioritized maximizing the average daily rate and departmental profits through dynamic pricing and cost control, while securing\ncorporate and incentive group business despite space limitations. Direct booking campaigns such as “Book Direct & Save” and “Suite Savings” drove growth in the average daily rate, complemented by aggressive pricing strategies through online\ntravel agencies and wholesale channels to build occupancy. Marketing efforts boosted visibility and conversions through digital channels, social media, and targeted email campaigns.\n\nThe commercial strategy for Andaz prioritized revenue growth in the transient and group segments through loyalty promotions, negotiated corporate rates, and strong wholesaler partnerships,\nwhile mitigating shortfalls in banquets. Key accounts and online travel agencies drove demand, supported by proactive sales blitzes and digital marketing campaigns. Expense control and dynamic pricing further enhanced profitability despite\nchallenges in the group and events business.\n\nCyclicality\n\nThe lodging industry is highly cyclical in nature. Fluctuations in operating performance are caused largely by general economic and local market conditions, which subsequently affect levels of\nbusiness and leisure travel. In addition to general economic conditions, new hotel and resort room supply is an important factor that can affect the lodging industry’s performance, and over-building has the potential to further exacerbate the\nnegative impact of an economic recession. Room rates and occupancy tend to increase when demand growth exceeds supply growth. A decline in lodging demand, or increase in lodging supply, could result in returns that are substantially below\nexpectations, or result in losses, which could have a material adverse effect on Murano’s business, financial condition, liquidity and results of operations. Further, many of the costs of running a resort are fixed rather than variable. As a\nresult, in an environment of declining revenues, the rate of decline in earnings is likely to be higher than the rate of decline in revenues.\n\nIntellectual Property\n\nMurano and its affiliates own rights to trademarks, trade names, and service marks that they use in connection with the operation of their business, including their corresponding names, logos,\nand website names and addresses. Other trademarks, trade names, and service marks, including those of Mondrian, Hyatt Hotels Corporation and Hyatt. Murano and its affiliates have rights to copyrights that protect certain content related to their\nbusiness and products. In the highly competitive lodging real estate industry in which Murano and its Affiliates operate, trademarks, service marks, trade names and logos are very important to the success of their businesses.\n\nEnvironmental Matters\n\nMurano Group is subject to Mexican laws that address a wide variety of issues, including those that impose liability for contamination at Murano Group’s resorts, and those regulating the use\nand disposal of hazardous regulated substances and wastes. Murano Group may incur costs to comply with environmental laws and regulations, and could be subject to fines and penalties for non-compliance with applicable laws.\n\nOur operations are subject to laws, regulations, rules and standards, including those related to ecological ordinance, environmental impact and risk assessments, municipal land use matters and\nforest land use change authorizations, air pollution, flora and fauna conservation, efficient or rational use of natural resources, health and safety matters, and to oversight by various federal, state and/or local environmental authorities in\neach of the places in Mexico in which we operate. See “Item 3. Key Information—D. Risk Factors-Risks Related to Murano’s Business and Operating in the Hotel Industry—Our properties and operations are subject to\nextensive environmental, health and safety laws and regulations.”\n\n60\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nThese laws and regulations require that we obtain and maintain (as applicable) several permits in connection with the site preparation, construction and operation of our businesses, which can\nsometimes be conditioned to the fulfillment of affirmative covenants so that they become in full force and effect and we can initiate construction. We believe we are in material compliance with obligations applicable to our projects established\nin environmental laws and regulations.\n\nRelevant environmental authorities\n\nMinistry of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) is the federal environmental regulator with authority\nto formulate and implement environmental policies as well as to grant environmental permits that fall under their jurisdiction, including environmental impact authorizations to engage in certain activities such as real estate developments\n(housing, hospitality, etc.) in coastal environments, forest land use change approval, the registration as a hazardous waste generator and the approval of plans for remedial action in contaminated sites.\n\nThe Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente, or PROFEPA) functions as SEMARNAT’s enforcement arm\nwith authority to undertake inspection visits, impose sanctions for breaches to federal environmental laws and regulations, halt a non-complying development or bring legal actions in court seeking remediation or compensation for environmental\ndamages. Mexican environmental legislation follows the “polluter pays” principle.\n\nEach state and local authority has equivalent Secretariats, Ministries or Departments to those at the federal level mentioned above.\n\nEnvironmental legal framework\n\nFederal Congress has been granted powers to enact laws establishing concurrent authority among the Federal, state, municipal governments as well as those of the administrative areas (demarcaciones territoriales) of Mexico City in matters related to the protection of the environment, the preservation and restoration of ecological equilibrium. The General Law of Ecological Equilibrium and\nEnvironmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente), or LGEEPA, is the foundational statute of the Mexican environmental regulatory framework. Through this law, the\nFederal Congress has distributed powers and functions among all three levels of government and has established overarching policies and instruments to regulate environmental matters, including permits. Development regulations to legal provisions\nin the LGEEPA are encompassed in a number of Regulations to the LGEEPA on matters of air emissions, environmental impact evaluation, environmental noise and voluntary environmental audits that can lead to certifications.\n\nOther relevant environmental laws which may apply to our business are:\n\n•\n\nThe General Law on Sustainable Forest Development.\n\n•\n\nThe General Law for the Prevention and the Integral Management of Waste.\n\n•\n\nThe National Waters Law.\n\n•\n\nThe General Law on Waters.\n\nThe environmental legal framework in Mexico is supplemented by many international conventions, treaties and agreements on environmental protection. These international instruments, upon\nratification by the senate, become a part of Mexican law.\n\nTechnical standards establishing binding specifications, standards, values, and characteristics applicable to any product, process, service, or activity supplement the environmental legal\nframework. These standards colloquially called NOMs dictate maximum allowable pollutant limits and list hazardous waste, substances, endangered species, etc.\n\n61\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nIn addition, the Mexican state congresses may issue specific environmental laws and regulations on those matters falling under their respective jurisdictions which are not expressly reserved\nfor the federal jurisdiction. Local ordinances may also be imposed and applied at a municipal level.\n\nCore project approvals for site preparation, construction or refurbishing, and operation of our Mexico City and Cancun hotels in matters of environmental impact, forest land use change, and air\nemissions have been granted, including the Comprehensive Environmental License for Mexico City (Licencia Ambiental Única para la Ciudad de México) for the hotel operating in Mexico City and the\nEnvironmental Operational License for fixed sources of emissions by the Ministry of Ecology and Environment of the state of Quintana Roo.\n\nWe endeavor to ensure that all of our business operations and projects are in material compliance at all times with the applicable environmental laws, regulations and governmental directives,\nand with our own environmental covenants. We believe that we are taking appropriate measures to ensure compliance, nonetheless, due to the complex nature of the environmental legal framework applicable to our operations, and that we are subject\nto oversight by several Federal, state and local environmental authorities, it is possible that we may from time to time discover that we have failed to obtain, renew or fulfill our obligations under any material permit required for the operation\nof our projects, requiring us to take action as soon as practical. We are currently working on a specific review of some of our environmental permits to determine whether affirmative actions are required to correct deviations and inconsistencies\ndetected between our federal environmental impact authorization for our hotels in Cancun and municipal permitting for construction.\n\nRegulatory Overview\n\nGeneral\n\nOur hotels are subject to various Mexican federal, state and local laws, ordinances and regulations, including regulations relating to zoning, fire and safety requirements, among others. We\nbelieve that each of our hotels has obtained, or is in the process of obtaining or renewing, the material permits and approvals required to operate its business, subject to ongoing compliance reviews and any applicable corrective or\nregularization measures. See “Item 3. Key Information—D. Risk Factors—Risks Related to Murano’s Business and Operating in the Hotel Industry—Our properties and operations are subject to extensive environmental,\nhealth and safety laws and regulations.”\n\nIn Mexico, each of our hotels is generally required to obtain and maintain the applicable municipal operating permits and, where applicable, state-level licenses, registrations or\nauthorizations required to operate locally. We must also comply with applicable tourism-related registration, disclosure and classification requirements, including registration of our hotels and rates, as applicable, with the Mexican National\nTourism Registry (Registro Nacional de Turismo), in accordance with the General Tourism Law and related regulations. State and municipal laws in Mexico also regulate fire safety. Additionally, each of our\nhotels is required to have sanitation licenses and hotel construction projects are required to have a construction license and must comply with several zoning and land-use regulations. We believe that we are in material compliance with all\napplicable sanitation and construction licenses in Mexico, and zoning and land-use regulations applicable to our operations, subject to ongoing permit reviews, renewals, extensions and any corrective or regularization measures that may be\nrequired from time to time.\n\nIn addition, our operations are subject to consumer protection regulations such as the Federal Law of Consumer Protection (Ley Federal de Protección al\nConsumidor) and other regulations issued by the Mexican Consumer Protection Agency (Procuraduría Federal del Consumidor).\n\nApprovals from federal, state and municipal regulatory entities may be necessary at various stages of the construction and development of a hotel. Generally, development requires, among other\napprovals: (i) approval of preliminary development, which includes authorization of the design and the use of the land, as well as preliminary agreements with Comisión Federal de Electricidad (the Mexican government-owned electricity company),\nwater organisms at state or municipal levels for water, wastewater collection, treatment and disposal in order to provide the development with energy, water and connection to the sewage system, respectively; (ii) approval of the subdivision of\nland, as applicable; and (iii) a construction license.\n\n62\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nFinally, in addition to the regulations described above, each of our hotels is subject to extensive federal, state and municipal regulations and on a periodic basis, we must obtain various\nlicenses and permits, including, but not limited to, those relating to the operation of restaurants, swimming pools, fitness club facilities, parking garages, the sale of alcoholic beverages, advertisement and occupational health and safety.\n\nWe believe that the Insurgentes 421 Hotel Complex and GIC Complex (up to its current development stage) are in material compliance with applicable laws and regulations and have obtained, or are\nin the process of obtaining, renewing or regularizing, the material licenses and permits applicable to their current operations and development stage, and that our business will continue to be conducted in substantial compliance with applicable\nlaws.\n\nExpropriation and Dispossession\n\nIn Mexico, the government has the authority to expropriate properties or assets if there are justified public interest or national security reasons. Under Mexican applicable law including,\namong others, the Mexican Constitution and Expropriation Law (Ley de Expropiación), the government is required to indemnify the owner of the property subject to expropriation. If there is disagreement in\nconnection with the indemnification amount, the determination of such amount may be submitted to a judicial authority. There are no specific rules with respect to the indemnification amount we would receive in the event of expropriation, provided\nthat the affected owner is generally entitled to indemnification in accordance with applicable law. If there is disagreement in connection with the indemnification amount, the determination of such amount may be submitted to a judicial authority.\nIn addition, under the Mexican Constitution and Mexican applicable law, including the National Law of Domain Extinction (Ley Nacional de Extinción de Dominio), our rights in respect of certain properties\ncould be challenged or affected in connection with criminal activities carried out by third parties at or through such properties, subject in each case to the applicable legal proceedings and remedies. As of the date of the Consolidated and\nCombined Financial Statements, none of the Properties were subject to an expropriation or dispossession proceeding.\n\nOverview of Mexico and the Mexican Lodging Industry\n\nMacroeconomic Overview\n\nDuring 2025, the Mexican economy continued to expand despite continued uncertainty regarding global economic conditions, prevailing inflationary pressures, high interest rates and adverse\neconomic effects from global conflicts. Mexico’s real GDP increased by 0.9 % in the three months ended March 31, 2026, vs. the prior three-month period ended December 31, 2025. Real GDP is expected to grow up to 1.5 % in the twelve-month period\nending December 31, 2026.\n\nMoreover, Mexico continues to show a robust labor market with an unemployment rate was 2.6 % as of March 31, 2026, a 0.2% increase from the rate as of December 31, 2025. As of March 31, 2026,\nthe economically active population in Mexico (fifteen years of age and older) was 61.1 million. As of March 31, 2026, the minimum wages in Mexico, as applicable since January 1, 2026, were Ps. $440.87 per day for municipalities in the Zona Libre de la Frontera Norte (Northern Border Free Trade Zone) and Ps. 315.04 per day for the rest of Mexico, an increase of 5 % and 13 %, respectively, from the applicable minimum wages in effect from\nJanuary 1, 2025 to December 31, 2025.\n\nMexico’s sovereign ratings were fully investment grade as of March 31, 2026, standing at a Baa2 with a “negative” outlook by Moody’s, a BBB with a “stable” outlook by S&P, and a BBB- with a\n“stable” outlook by Fitch.\n\nMarket Opportunity\n\nWe believe there is an extraordinary market opportunity for our hotels, which are located in the two largest business and leisure destinations in Mexico. Mexico City is a significant cultural\ncenter and business hub representing approximately 14.8 % of the country’s GDP, per the most recent data for the twelve-month period ending December 31, 2025.\n\nCancun is the top destination in the Caribbean with more passenger arrivals than Dominican Republic, its closest competitor. We estimate that total passenger traffic in Cancun in upcoming years\nwill maintain its levels achieved in 2025, which have surpassed those seen before the COVID-19 pandemic. In the last several years, the number of total passengers visiting Cancun has grown at a considerably higher pace than the number of hotel\nrooms, creating an opportunity in the hospitality industry. Available hotel rooms in Cancun, per the most recent available data for December 2025 shows 35,995 available hotel rooms, compared to 35,115 available hotel rooms in 2019, prior to the\nCOVID-19 pandemic. By 2022, passenger arrivals in Cancun had already surpassed 2019´s figures.\n\n63\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nThe Mexican Lodging Industry\n\nThe travel & leisure sector is a key economic engine for the Mexican economy, representing 8.6% of its GDP as of 2025. International arrivals to Mexico have quickly recovered, standing just\n0% above pre-pandemic levels and showing positive momentum with a 5.8 % increase against 2024. Overall occupancy levels in Mexico have also quickly rebounded almost reaching pre-pandemic levels as of March 31, 2026.\n\nMexico is the most visited destination in Latin America and the 6th most visited country in the world by\ninternational tourists.\n\nRanking\n\n2025\n\nCountry\n\n2025\n\n2024\n\n2019\n\n% Δ\n\n2024\n\n% Δ\n\n2019\n\n1\n\nFrance\n\nN/A\n\n102 m\n\n91 m\n\nN/A\n\nN/A\n\n2\n\nSpain\n\n97 m\n\n94 m\n\n84 m\n\n3%\n\n15%\n\n3\n\nUnited States\n\n68 m\n\n72 m\n\n79 m\n\n-6%\n\n-14%\n\n4\n\nTurkey\n\n62 m\n\n61 m\n\n51 m\n\n2%\n\n22%\n\n5\n\nItaly\n\n62m\n\n58 m\n\n65 m\n\n7%\n\n-5%\n\n6\n\nMexico\n\n48 m\n\n45 m\n\n45 m\n\n7%\n\n7%\n\n7\n\nGermany\n\nN/A\n\n38 m\n\n40 m\n\nN/A\n\nN/A\n\n8\n\nJapan\n\n43 m\n\n37 m\n\n32 m\n\n16%\n\n34%\n\n9\n\nGreece\n\n38.0 m\n\n36 m\n\n31 m\n\n6%\n\n23%\n\n10\n\nThailand\n\n33 m\n\n36 m\n\n40 m\n\n-8%\n\n-18%\n\nSource: World Tourism Organization\n\nNote: France and Germany have not provided timely information for 2025 international tourist arrivals; they are both expected to hold their positions in the ranking, thus shown in 1st and 7th place, respectively.\n\nIn the three-month period ending March 31, 2026, Mexico’s incoming tourism base mainly comprises visitors from investment grade, hard currency denominated countries such as the United States,\nCanada, Argentina, Colombia, and the United Kingdom.\n\n64\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nSource: Mexico’s Ministry of Tourism\n\nMoreover, Mexico City and Cancun continue to be the top Mexican destinations for international tourists to Mexico. These cities together represented approximately 62.2% of total airport\narrivals in Mexico during the twelve-month period ending December 31, 2025; and Cancun remains the most visited Caribbean destination by passenger arrivals. The trend is expected to continue as there has been a strong flow of foreign direct\ninvestment into short-term stay projects to meet increasing visitor demand. During the twelve-months ended December 31, 2025, 7.8% of all foreign direct investment in Mexico was destined for tourism short-stay projects, an increase of 6.8%\ncompared to the same period in 2024. Additionally, both cities, Mexico City and Cancun, continue to show higher occupancy levels compared to the rest of Mexico.\n\nSource: INEGI, Mexico’s Ministry of Tourism\n\nC.\n\nOrganizational Structure\n\nThe following diagram sets forth our current corporate structure following the Business Combination and related corporate reorganization, including the subsidiaries of Murano PubCo:\n\n65\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n66\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nD.\n\nProperty, Plant and Equipment\n\nDescription of the Properties\n\nHotels\n\nInsurgentes 421 Hotel Complex\n\nThe Insurgentes 421 Hotel Complex is located in Colonia Condesa, a trendy and upscale neighborhood in Mexico City that is surrounded by tourist attractions, landmarks, parks and a vibrant\nrestaurant scene. Condesa is within walking distance of the Roma neighborhood and Paseo de la Reforma, one of the city’s main avenues, close to the city’s historic center and main financial district, and only 12 kilometers away from Mexico City’s\ninternational airport.\n\nThe building where the Insurgentes 421 Hotel Complex is located was built in 1961 and designed by José Luis Benlliure, a renowned Spanish architect, painter and sculptor. This historic\nbuilding, formerly known as the Aristos, has long been considered an icon of the city’s architectural style and was declared part of the artistic heritage of Mexico City by the National Institute of Fine Arts (Instituto\n\nNacional de Bellas Artes) and the Ministry of Housing and Urban Development (Secretaría de Desarrollo Urbano y Vivienda). Murano Group acquired the building in 2006 and began conversion of the\nproperty into an upscale international business hotel in 2018. The development of the Insurgentes 421 Hotel Complex was completed in the last quarter of 2022 and became operational in the first quarter of 2023.\n\nThe Insurgentes 421 Hotel Complex consists of three independent buildings connected by a central square. The first building faces West and is located on Avenida\n\nde los Insurgentes. It is 55 meters high and consists of a Lower Ground and 16 floors with 213 rooms, which is operated under the Andaz brand, focused on business travelers. The second building faces North and is located on\nAguascalientes Street. It is 34.45 meters high and consists of a Ground Floor and nine floors with 183 rooms, which is operated under the Mondrian brand, which is geared toward lifestyle tourism and sophisticated leisure travelers. The third\nbuilding faces South and can be accessed from the central square. It consists of a lower ground and three floors encased by a large crystal ballroom. The Insurgentes 421 Hotel Complex also has an underground garage accessible from Aguascalientes\nStreet.\n\n67\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nThe Andaz Hotel is operated by Hyatt, has 213 rooms and several amenities, including a sky bar “Cabuya Rooftop”, multiple restaurants, an auditorium, breakout rooms, a business center, a pet\nfriendly area and restaurant for pets, the “Wooftop”, a gym and a spa. It also has a 954.31 sqm ballroom with a crystal dome with a capacity for 49 tables and 588 guests.\n\nThe Mondrian Hotel is the first luxury Accor hotel in Mexico and its flagship location in Latin America. Pursuant to the Hotel Management Agreement with Accor, 183 rooms are operated under the\nMondrian brand.\n\nAccording to the appraisal report for 2025, the market value of the Insurgentes 421 Hotel Complex property was U.S.$92.3 million and this valuation was adopted as of December 31, 2025.\n\nThe Group had invested U.S.$121.4 million to complete the development of the Insurgentes 421 Hotel Complex.\n\nGIC Complex\n\nThe GIC Complex, once fully developed, is expected to be a large-scale hotel and residential complex situated in the area between Delfines Beach and the Nichupté Lagoon in Cancun. Its strategic\nlocation-one of the closest five-star developments to the Cancun International Airport and in proximity to the city’s major entertainment areas-combined with state-of-the-art design and premium amenities, positions it as a flagship destination in\nCancun. Envisioned as a destination within a destination, the GIC Complex will include all-inclusive hotel resorts, residential components, and an array of offerings designed to cater to both leisure and business travelers of all ages.\n\nIn light of recent market conditions and the evolving hospitality landscape, the Murano Group’s management and board of directors have updated the Group’s strategic development pipeline to\nprioritize the development and commercialization of residential units.\n\nAt present, the Group is conducting a strategic review of the GIC I Hotel and the GIC Complex. While prior plans contemplated the full buildout of 1,016 hotel rooms, the Term Sheet contemplates\nthe Restructuring Project as a reconfiguration of the GIC Complex, including the conversion of the existing site into (i) a hotel with 566 guest rooms and (ii) the Residential Condos. In addition, in connection with the contemplated 2031 Notes\nRestructuring, we have entered into the GIC I Hotel Management Agreement (Mondrian) with Ennismore for the operation of the GIC I Hotel, pursuant to which Hyatt is expected to be replaced as operator upon satisfaction of the applicable conditions\nprecedent, including the effectiveness of the 2031 Notes Restructuring and the termination of the existing GIC I Hotel Management Agreement with Hyatt. This review also includes an assessment of funding needs, potential changes to the development\ntimeline, and any necessary amendments, termination or replacement of the applicable hotel management and operations arrangements.\n\nCancun remains the premier destination in the Caribbean due to its accessibility from major international markets, including numerous daily direct flights from the United States, Canada, and\nEurope. The total number of passengers visiting Cancun has consistently outpaced the growth in hotel room inventory, creating a compelling opportunity in the region’s hospitality and residential markets. Given the GIC Complex’s appeal to\ninternational visitors and the dynamics of the local market, we currently expect that substantially all of its revenues will be denominated in U.S. dollars.\n\nGIC I Hotel\n\nThe GIC Complex has historically been described as being developed in two phases. Phase one was initially planned to include 1,016 hotel rooms across two brands: (i) 400 rooms that are\noperational under the “Vivid” brand, an adults-only concept; and (ii) 616 rooms planned under the “Dreams” brand, a family-friendly offering. The scope and timing of the Phase one buildout, including any opening timeline for the Dreams component,\nremain under review and may be modified in connection with the contemplated 2031 Notes Restructuring.\n\n68\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nThe Vivid Hotel is an adult-only brand all-inclusive hotel categorized as five-star upper scale with 400 rooms operated under the Vivid brand and which opened in April 2024. The Dreams Hotel\nwas originally to be completed and operational in the fourth quarter of 2025 as a family-friendly brand hotel categorized as five-star upper scale with 616 rooms operated under the Dreams brand; however, the scope and timing of such component are\ncurrently under review in connection with the contemplated 2031 Notes Restructuring and the Restructuring Project.\n\nAt present, the Group is conducting a strategic review of the GIC I Hotel and the GIC Complex. While prior plans contemplated the full buildout of 1,016 hotel rooms, the Term Sheet contemplates\nthe Restructuring Project as a reconfiguration of the GIC Complex, including the conversion of the existing site into (i) a hotel with 566 guest rooms and (ii) the Residential Condos. In addition, in connection with the contemplated 2031 Notes\nRestructuring, we have entered into the GIC I Hotel Management Agreement (Mondrian) with Ennismore for the operation of the GIC I Hotel, pursuant to which Hyatt is expected to be replaced as operator upon satisfaction of the applicable conditions\nprecedent, including the effectiveness of the 2031 Notes Restructuring and the termination of the existing GIC I Hotel Management Agreement with Hyatt.  This review also includes an assessment of funding needs, potential changes to the\ndevelopment timeline, and any necessary amendments, termination or replacement of the applicable hotel management and operations arrangements.\n\nWhen fully operational, the GIC I Hotel is expected to have the following amenities: A beach club, two rooftop terraces each with a bar, eight specialty restaurants, two coffee shops, two\npremium lounge bars for VIPs, two extra bars next to the specialty restaurants, two buffet restaurants, two pool restaurants, two gyms plus a jungle gym, two lobby bars, two sunset bars, two cavas, two swim-up bars, a kids club, a barefoot grill,\na ceviche outlet, a food truck, two snack bars, a terrace lounge, two retail stores, a wedding terrace, a jogging track, two areas for breakout rooms of 200 sqm each, a 400 sqm space for events indoors with a 650 sqm terrace overlooking both the\nlagoon and the golf course and direct access to the golf course owned by Iberostar.\n\nThe GIC I Hotel is located within walking distance of Delfines beach and close to the El Rey Archaeological Zone and National Park. The GIC I Hotel is currently operated by Hyatt’s subsidiary\nHyatt Inclusive Collection (subject to the contemplated replacement of the operator for the GIC I Hotel in connection with the 2031 Notes Restructuring).\n\nAccording to an appraisal report issued by CBRE, a real estate consulting and appraisal firm, the market value of the GIC I Hotel on December 31, 2025, was U.S.$326.4 million for the hotel as\nwell as U.S$134.3 million for the residential component.\n\nGIC Phase II\n\nUnder the previous development plan, Murano intended to develop another hotel as part of phase two of the GIC Complex, the GIC II Hotel. However, in light of recent market developments and the\nCompany’s strategic focus on residential development and commercialization, Murano has halted the development of the GIC II Hotel in order to prioritize the GIC Condominiums.\n\nDesign of the GIC Complex\n\nThe GIC Complex has been designed by HOK Group, Inc. (“HOK”), the largest U.S.-based design, architecture, engineering and urban planning firm. HOK has\nbeen recognized for six consecutive years on the American Institute of Architect’s (AIA) “Top 10 Green Projects List,” one of the industry’s best-known awards program for sustainable design excellence. The landscaping, outdoor amenities and\naquatic parks have been designed by EDSA, Inc. (“EDSA”), a renowned U.S.-based planning, landscape architecture and design firm.\n\nThe Resort and Industrial Park in Baja Development Project\n\nThe Group has also evaluated the Bajamar project. The initial plan for developing a 5-star upper-upscale resort and an industrial park has been modified as follows:\n\n-\n\nDevelopment of a cruise port with a capacity of 2 million passengers per year. The Group has signed an MOU with a major global cruise line operator.\n\n-\n\nDevelopment of Baja Marina, 15,000 linear ft slip spaces.\n\n-\n\nDevelopment of an industrial park for leasing purposes.\n\n-\n\nDevelopment of Baja Retail Village for leasing purposes\n\n-\n\nDevelopment of two five-star upper-upscale resorts, one with 371 keys and a second one with 400 keys.\n\nThe project is currently under evaluation, and we have not yet begun the process of securing financing for completion. Therefore, we do not know when and if we will be able to begin\nconstruction of this project.\n\n69\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nAsset Management of our Properties\n\nWe employ a proactive asset management approach to maximize the performance of our hotels through revenue enhancement and cost-containment measures. As committed owners, we provide direction\nand oversight to the hotel operators and continuously evaluate their plans and strategies, including those to be implemented to optimize the performance of each of our properties. To that end, we regularly conduct sales, marketing, and financial\nperformance reviews designed to identify strengths and weaknesses that can be addressed to enhance property performance and conduct periodic on-site meetings with property and regional personnel, and in-depth operational reviews focused on\nidentifying new and ongoing margin improvement initiatives.\n\nConstruction\n\nThe Murano Group has engaged or will directly engage with experienced contractors to carry out the construction of the Project Under Completion. In addition, we have engaged Ideurban as manager\nand supervisor of the construction of the project. With more than 70 years of experience, Ideurban is one of Mexico City’s leading urban development companies delivering a complete range of integrated real estate solutions and construction\nservices. Supporting the needs of communities, governments, commerce and industry in Mexico, Ideurban has led projects in markets ranging from hospitality (including a portfolio of emblematic hotels throughout Mexico), residential, retail, and\ncommercial to highway infrastructure, mixed-use developments and urban planning.\n\nDescription of Certain Project Agreements\n\nThe following is a summary of selected provisions of certain project agreements related to the Insurgentes 421 Hotel Complex and the GIC Complex and is not considered to be\na full statement of the terms of each such agreement. The following summaries are qualified in their entirety by reference to the applicable agreements or drafts of agreements and are subject to the full text of those documents, some of which are\nin Spanish. Unless otherwise stated, any reference in this Report to any agreement will mean such agreement and all schedules, exhibits and attachments thereto, as amended, supplemented or otherwise modified and in effect as of the date of this\nReport.\n\nInsurgentes 421 Hotel Complex\n\nAndaz Hotel Management Agreement\n\nOn May 11, 2022, OHI421 entered into a hotel management agreement with Hyatt of Mexico, S.A. de C.V., as hotel manager, pursuant to which the hotel manager operates 213 guest rooms part of the\nInsurgentes 421 Hotel Complex under the label of Andaz Mexico City Condesa, for a period of 20 mandatory years starting on December 31, 2022.\n\n•\n\nKey Terms\n\n•\n\nHyatt has the right to extend the term of the Andaz Hotel Management Agreement for a 10-year additional term unless Hyatt gives notice to OHI421 of its intention not to renew at least 12 calendar months\nprior to the expiration date.\n\n•\n\nHyatt is responsible and has the authority to direct all aspects of the operation of the Andaz Hotel, including, but not limited to, (i) personnel management and human resources policies and resolving\nemployment disputes, (ii) determining the terms of guest admittances, (iii) use and services provided by the Andaz Hotel, (iv) marketing and booking process, (v) collection of revenue and payment of operating expenses, and (vi) prepare\naccounting books and records reflecting the results of the operations of the Andaz Hotel.\n\n•\n\nHyatt has the authority to institute, conduct, defend and settle in the name and on behalf of OHI421, legal proceedings arising from the ordinary course of the Andaz Hotel operations including: (i) routine\ncollection matters; (ii) evictions or removal of guests or other persons occupying the Hotel; (iii) enforcement of any rights (including termination); (iv) personnel and employment matters; and (v) claims governed by insurance.\n\n70\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nOHI421 is responsible for, among others, (i) the procurement and receipt of any governmental approval required in connection with the Insurgentes 421 Hotel Complex and its renewal including all costs,\nexpenses and fees thereof, (ii) the sale, transfer or any other disposition of all or any portion of the Andaz Hotel, (iii) the financing or refinancing of the Andaz Hotel, (iv) settling any property insurance claims that relate to any\ncasualty or any condemnation awards, (v) entering any transaction with an affiliate of Hyatt, and (vi) settling legal proceedings relating to ownership, constructions and development of the Andaz Hotel.\n\n•\n\nHyatt is entitled to receive compensation as follows: (a) a base fee, payable monthly, in an amount equal to (i) 1.6% of the cumulative revenue of the hotel from the opening date until the end of the first\nfiscal year of operations, (ii) 2.1% of the cumulative revenue of the hotel from the start of the second fiscal year of operations until the end of the second fiscal year of operations, and (iii) thereafter, 2.6% of the cumulative revenue\nof the hotel, and (b) an incentive fee equal to a percentage of adjusted profit (a percentage of adjusted profit means, for any relevant period, the amount, not less than zero equal to the excess (if any) of (x) gross operating profit for such period over (y) the sum of the base fee and the license fee earned for such period (but not the incentive fee) (but only to the extent that such\namounts are not otherwise deducted in computing gross operating profit)) of the Andaz Hotel, subject to the Andaz Hotel achieving the relevant adjusted profit margin (which for any fiscal year shall mean the percentage calculated by\ndividing (x) adjusted profit for such fiscal year by (y) revenue of the hotel for such fiscal year), payable monthly, as described in the table below:\n\nTier\n\nAdjusted Profit Margin\n\nIncentive Fee earned.\n\n(monthly, as preliminary\n\ninstallments of the Incentive Fee)\n\n \n\nBetween 0 and up to and including 20%\n\nNo Incentive Fee\n\n \n\nGreater than 20.01% and up to including 25%\n\n6% of the Adjusted Profit\n\n \n\nGreater than 25.01% and up to and including 30%\n\n7% of the Adjusted Profit\n\n \n\nGreater than 30.01% and up to and including 35%\n\n8% of the Adjusted Profit\n\n \n\nGreater than 35.01% and up to and including 40%\n\n9% of the Adjusted Profit\n\n \n\nGreater than 40%\n\n10% of the Adjusted Profit\n\n•\n\nHyatt will have the right, at its discretion, to extend the operating term for an additional 10-year period.\n\n•\n\nTermination Events\n\n•\n\nThe occurrence of any of the following events not cured within the grace period provided under the Andaz Hotel Management Agreement will be deemed as an event of default that is not remedied within 30 days:\n(i) failure of OHI421 to make any payment to Hyatt or its affiliates, (ii) the filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy or insolvency law by either party, (iii)\nbreach by any of the parties of any material covenants including representations, warranties, or conditions set forth thereunder, (iv) any assignment or transfer by a party in violation of any financing undertaken by OHI421 or impacting\nthe Andaz Hotel that fails to satisfy the financing conditions, and (v) any default by guarantor under the guaranty.\n\n•\n\nA non-defaulting party shall have the right to terminate the Andaz Hotel Management Agreement by the occurrence of any event of default of the other party by delivering a written notice. The rights of\ntermination shall be in addition to, and not in lieu of, any other rights or remedies provided, being understood, and agreed that the exercise of the remedy of termination shall not constitute an election of remedies and shall be without\nprejudice to any other rights or remedies.\n\n•\n\nOHI421 has the right to terminate the Andaz Hotel Management Agreement if the Andaz Hotel does not meet the requirements of the performance test2 applicable to the most recently concluded performance test period3. The Andaz Hotel would not meet the requirements for\npassage of the performance test in any performance test period in which the Andaz Hotel failed both applicable tests in each consecutive fiscal year comprising the performance test period.\n\n71\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nAny sum that is not paid by either party as when due shall bear interest at the interest rate (means the lesser of (a) the prime rate announced from time to time in the Wall Street Journal plus 5%, and (b)\nthe maximum rate of interest permissible under applicable laws, compounded monthly. In the event that the Wall Street Journal ceases to publish the prime rate, then subsection (a) shall be the prime rate announced form time to time by\nJPMorgan Chase Bank, N.A. (and its successors)) from the date when such sum becomes due to the date of payment.\n\n•\n\nGoverning Law\n\n•\n\nThe Andaz Hotel Management Agreement is governed by Mexican law. Any disputes arising from this agreement will be subject to arbitration with the Rules of the International Chamber of Commerce.\n\nMondrian Hotel Management Agreement\n\nOn May 11, 2022, OHI421 Premium entered into a hotel management agreement with Ennismore, as hotel manager, pursuant to which the hotel manager operates 183 rooms, two restaurants and one bar\npart of the Insurgentes 421 Hotel Complex under the label of Mondrian Mexico City Condesa, for a period of 20 mandatory years starting on December 31, 2022.\n\n•\n\nKey Terms\n\n•\n\nThe term of Mondrian Hotel Management Agreement will be extended for an additional 10-year period if neither party delivers a written notice of termination 180 days prior to the last date of the initial\nterm, and which could be subsequently extended for an additional 10-year period provided that neither party delivers a written notice of termination 180 days prior to the last date of the term, or first renewal term, as applicable.\n\n•\n\nEnnismore shall have discretion in the supervision, operation, direction, control and management of the Mondrian Hotel and it will have the exclusive right to (i) manage the Mondrian Hotel without\ninterference from OHI421 Premium other than any inspection and auditing rights it may have under the Mondrian Hotel Management Agreement, (ii) determine all policies and procedures for the operation of the Mondrian Hotel, (iii) implement,\nin the name and on behalf of OHI421 Premium, all policies and procedures applicable to Mondrian Hotels in the region.\n\n•\n\nOHI421 Premium must, among others, (i) ensure the standard of the Mondrian Hotel to be always maintained, (ii) provide sufficient working capital to ensure that the operation of the Hotel is to be\nundertaken as a manner required by Ennismore’s standards, (iii) comply with all its legal requirements with respect to the Mondrian Hotel, (iv) acknowledge that the Mondrian Hotel Management Agreement does not give it any right, title, or\ninterest in or to any of Ennismore’s standards, except as a license during its term to have such standards use with respect to the operation of the Mondrian Hotel, and (v) obtain or maintain all approvals, consents, licenses, permits and\nauthorizations as may be necessary for the occupation and operation of the Mondrian Hotel at its cost and expense during the term of the Mondrian Hotel Management Agreement.\n\n•\n\nEnnismore is entitled to receive a base fee, payable monthly, in an amount equal to (i) 2.0% of the total revenue of the hotel from the opening date until the end of the first fiscal year of operations,\n(ii) 2.5% of the total revenue of the hotel from the start of the second fiscal year of operations until the end of the second fiscal year of operations, and (iii) 3% of the total revenue of the hotel thereafter.\n\n•\n\nEnnismore is entitled to an incentive fee, payable monthly, in an amount equal to 15% of the special adjusted gross operating profit of the hotel (meaning the gross operating profit, less the following: (i)\nbase fee; (ii) all property taxes; (iii) insurance costs; (iv) replacement reserve contribution; and (v) an amount equal to eight percent (8%) of the total project costs (which is the sum of all costs and expenses incurred by OHI421\nPremium in connection with the development, construction, initial furnishing and initial equipment of the Mondrian Hotel and an aggregate amount of $200,000 per key at the Mondrian Hotel).\n\n72\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nEnnismore is entitled to receive a food and beverage fee, payable monthly, equal to 2% of the food and beverage revenue.\n\n•\n\nNone of the base fee, the incentive fee, and/or the food and beverage fee shall be subordinated to any payments, if OHI421 Premium fails to pay to Ennismore in a timely manner, Ennismore is authorized to\ntransfer such amounts from the replacement reserve account to the operating account and withdraw such amounts from the operating account.\n\n•\n\nEnnismore shall not without the prior written consent of OHI421 directly or indirectly operate, franchise, or license another hotel branded and named as Mondrian located within five kilometers of the\nMondrian Hotel.\n\n•\n\nThe employees of the Mondrian Hotel will work under the supervision of Ennismore but shall be considered from a labor perspective to be under OHI421 Premium.\n\n•\n\nOHI421 Premium must obtain insurance as specified in the Mondrian Hotel Management Agreement.\n\n•\n\nOHI421 Premium shall defend, indemnify, protect, and hold Ennismore and its affiliates and its officers, directors, shareholders, partners, members, employees, agents and representatives harmless from any\nclaims in connection with the (i) development, construction, marketing, sales, ownership or operation of the Hotel or any component thereof; or (ii) by reason of any action taken or omitted to be taken pursuant to the Mondrian Hotel\nManagement Agreement.\n\n•\n\nEnnismore shall defend, indemnify, protect and hold OHI421 Premium and its officers, directors, shareholders, partners, members, employees, agents and representatives harmless from and against all claims,\ndemands, damages, judgments, costs, losses, penalties, fines, liens, arising in connection with the operation of the Mondrian Hotel by reason of (i) Ennismore gross negligence; or (ii) willful misconduct on the part of Ennismore or its\naffiliates.\n\n•\n\nEnnismore shall have the right to transfer its rights and obligations under the Mondrian Hotel Management Agreement to (i) any person who is a successor or transferee which may result from any merger,\nconsolidation, or reorganization of Ennismore, or (ii) Accor SA, Ennismore or any of their affiliates provided that the transferee assumes all of Ennismore’s obligations under the Mondrian Hotel Management Agreement and is in a position\nto operate the Mondrian Hotel.\n\n•\n\nOHI421 Premium shall not transfer its rights and obligations under the Mondrian Hotel Management Agreement unless (i) it has given 90 days’ prior written notice to Ennismore, (ii) the transfer is to an\nacceptable transferee, (iii) at the date of transfer all amounts owed to Ennismore and its affiliates have been paid in full and all amounts accrued that will become due after the transfer shall be reserved in an account under Ennismore’s\ncontrol, and (iv) the transferee enters into a written agreement with Ennismore to be bound by the terms and conditions of the Mondrian Hotel Management Agreement.\n\n•\n\nTermination Events\n\n•\n\nTermination may arise if any of the following occurs (each, a default under the Mondrian Hotel Management Agreement): (i) failure to pay any amount due and payable, (ii) failure to perform any covenants or\nobligations, (iii) material breach of any representation or warranty, (iv) insolvency default, (v) breach of the Hotel Consultancy Services Agreement (as defined in the Mondrian Hotel Management Agreement) entered between OHI421 and the\nHotel Consultant (as defined in the Mondrian Hotel Management Agreement) will result in a default by either of the parties, and, exclusively for Ennismore (vi) losing the use of the Mondrian brand, and (vii) abandoning the operation of\nthe Mondrian Hotel for longer than 15 days unless otherwise agreed upon with OHI421 Premium.\n\n•\n\nFollowing a default (as defined in the Mondrian Hotel Management Agreement) and provided that the default continues for a period of 30 days the non-defaulting party may terminate the Mondrian Hotel\nManagement Agreement without prejudice to any rights, actions or remedies either party may have thereunder. If the default can be cured but not within such period, the period will be extended to such longer period as it is reasonable but\nno longer than 60 days.\n\n73\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nIn case of an insolvency default the non-defaulting party may terminate the Mondrian Hotel Management Agreement with immediate effect by serving a notice on the defaulting party.\n\n•\n\nIn the event of rescission or earlier termination due to causes attributable to OHI421 Premium, in addition to all amounts owed and repayment of any unamortized key money to Ennismore, a termination penalty\nequal to the net present value of the following amounts calculated using a discount rate of 8% in each instance, discounted to the date of termination will be applied:\n\n•\n\nif termination occurs during years 1 to 4, the penalty shall be an amount equal to $130,158 multiplied by the remaining months of the term,\n\n•\n\nif termination occurs in year 5 of thereafter, the penalty shall be an amount equal to the average monthly fees for the 12 months period prior to the date of termination, in which 12 months preceding period\nno force majeure event has occurred, multiplied by the remaining months of the term.\n\n•\n\nOHI421 Premium shall have the right to terminate the Mondrian Hotel Management Agreement without the need for a court order, if in any Termination Test Period, the Mondrian Hotel suffers (i) a GOP Failure,\nand (ii) a REVPAR Failure (in each case as defined in the Mondrian Hotel Management Agreement).\n\n•\n\nGoverning Law\n\n•\n\nThe Mondrian Hotel Management Agreement is governed by Mexican Law. Any disputes arising from this agreement will be subject to arbitration with the Rules of the International Chamber of Commerce.\n\nInsurgentes Lease Agreements\n\nOn October 10, 2018, and as amended and restated on May 11, 2022, Inmobiliaria Insurgentes 421, as lessor, entered into a lease agreement with OHI421, as lessee, through which the lessee is\nrequired to use the relevant property exclusively to operate it under the terms of the corresponding hotel management agreement (the “OHI421 Lease Agreement”). Lessee shall pay lessor a base rent of U.S.$50,000 within the first 15 days of each\nmonth, plus a variable rent equivalent to 95% (ninety five percent) of the gross operating profit of the lessee for the calendar year ended. The lease agreement has a 20-year term. As of December 31, 2025, the base rent amounted to U.S.$600,000\nand the variable rent amounted U.S.$8.2 million.\n\nOn May 11, 2022, Inmobiliaria Insurgentes 421, as lessor, entered into a lease agreement with OHI421 Premium, as lessee, through which the lessee is required to use the property exclusively to\noperate it under the terms of the corresponding hotel management agreement (the “OHI421 Premium Lease Agreement”). Lessee shall pay lessor a base rent of U.S.$50,000 within the first 15 days of each month, plus a variable rent equivalent to 95%\nof the gross operating profit of the lessee for the calendar year ended. The lease agreement has a 20-year term. As of December 31, 2025, the base rent amounted U.S.$600,000, and the variable rent amounted U.S.$1.2 million.\n\nAs part of the collateral to secure the Insurgentes Loan, among others, Inmobiliaria Insurgentes 421 contributed (i) the ownership of the property of the Insurgentes 421 Hotel Complex, (ii) its\ncollection rights under and in respect of the Insurgentes Lease Agreements and (iii) its collection rights in regard to any potential sale of the Insurgentes 421 Hotel Complex. See “Item 5.B. Liquidity and\nCapital Resources—Debt” for descriptions of the material agreements.\n\n•\n\nKey Terms\n\n•\n\nThe term of the Insurgentes Lease Agreements may be extended by mutual agreement of its parties after negotiating new terms, conditions and rental structure.\n\n74\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nThe rent amount, terms and conditions are revisited every three years to take into consideration inflation rates and market conditions, among others.\n\n•\n\nIn case of delayed payment of rent, a default interest rate at 20% calculated annually shall be applied.\n\n•\n\nThe Insurgentes Lease Agreements contain terms and conditions customary for a transaction of its nature, pursuant to which the lessee, among others, will: (i) allow the lessor to inspect the Andaz Hotel or\nthe Mondrian Hotel, as applicable; (ii) comply with any law or requirement (including environmental laws); (iii) leave and deliver Andaz Hotel or the Mondrian Hotel, as applicable, properties to the lessor in the same condition as\ndelivered; (iv) maintain necessary permits, licenses or authorizations for operation and occupancy of Andaz Hotel or the Mondrian Hotel, as applicable; (v) notify of any judicial or administrative process (including related to compliance\nwith environmental regulations) initiated against any of the parties related to Andaz Hotel or the Mondrian Hotel, as applicable; (vi) pay and withhold taxes (except those that must be paid by the lessor, pursuant to the Insurgentes Lease\nAgreements); (vii) prepare and deliver quarterly and annual financial information. On the other hand, the lessor will: (i) deliver the derivative and material possession of Andaz Hotel or the Mondrian Hotel, as applicable, properties and\nallow the use by the lessee; (ii) not interfere with the management and operation of the Andaz Hotel or the Mondrian Hotel, as applicable; (iii) maintain Andaz Hotel or the Mondrian Hotel, as applicable properties in good conditions,\namong others.\n\n•\n\nThe permitted use of Andaz Hotel or the Mondrian Hotel, as applicable, properties is restricted to the use in accordance with the Andaz Hotel Management Agreement or the Mondrian Hotel Management Agreement,\nas applicable, which restricts it to activities typically conducted by a hotel such as hospitality services, restaurant services, sale of alcoholic and non-alcoholic beverages, among others.\n\n•\n\nThe permits and licenses required to operate the Andaz Hotel or the Mondrian Hotel, as applicable, must be obtained and maintained by the lessee or the Hotel Operator.\n\n•\n\nThe lessee shall indemnify the lessor, its employees, agents, contractors or consultants, from any claim arising from any harm, disease or death that take place in the Andaz Hotel or the Mondrian Hotel, as\napplicable, as long as not due to the negligence or bad faith of the lessor; labor claims, payment of taxes due by the lessee, among others specified in the Insurgentes Lease Agreements.\n\n•\n\nTermination Events\n\n•\n\nThe Insurgentes Lease Agreements may be terminated by the lessor if (i) the lessee incurs in any event of default and fails to cure such breach within the applicable grace period, (ii) the lessee uses the\nhotel for any purpose other than within the permitted use under the hotel management agreements, (iii) if the lessee assigns or transfers by any means the use of the hotel to any third party without the lessor’s prior consent, and (iv) if\nthe corresponding hotel management agreement is terminated by causes attributable to the lessee.\n\n•\n\nGoverning Law\n\n•\n\nThe Insurgentes Lease Agreements are governed by the laws of Mexico City and are subject to the jurisdiction of the courts of Mexico City.\n\nThe Insurgentes Lease Agreements contain terms and conditions customary for a transaction of its nature, pursuant to which the lessee, among others, will: (i) allow the lessor to inspect the\nAndaz Hotel or the Mondrian Hotel, as applicable; (ii) comply with any law or requirement (including environmental laws); (iii) leave and deliver Andaz Hotel or the Mondrian Hotel, as applicable, properties to the lessor in the same condition as\ndelivered.\n\n75\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nExitus Sale and Lease Back Agreement\n\nOn December 12, 2019, Edificaciones BVG, as lessee, Exitus as lessor, and Marcos Sacal Cohen as joint and several obligor, entered into a master lease agreement through which Exitus grants to\nEdificaciones BVG the use and enjoyment of equipment in exchange for a monthly consideration for a 36-month term, subject to renewals (“Exitus Sale and Lease Back Agreement”). As of December 31, 2025 the\nopening balance of this agreement was re-paid in full.\n\n•\n\nKey Terms\n\n•\n\nBVG Edificaciones has the obligation to pay to Exitus an origination fee and a commission for investigation and/or formalization expenses, which will be determined in the lease addenda, plus the\ncorresponding VAT per implemented lease.\n\n•\n\nThe lease addendum or addenda executed pursuant to the Exitus Lease Agreement shall constitute a net lease and Edificaciones BVG undertakes to make all payments thereunder.\n\n•\n\nEdificaciones BVG agrees to and shall comply with (i) all laws, regulations, decrees, rules and orders of any governmental agency or agency, relating to the installation, use or operation of the equipment\nto maintain in effect any required licenses, authorizations, concessions, permits, registrations and other documentation, (ii) shall only use the equipment for the activities of the regular course of business (iii) shall use and store the\nequipment precisely in the place determined for such purpose, (iv) shall receive the equipment directly from the supplier, (v) paying expenses related to the handling, operation and maintenance of the equipment, (vi) to keep and maintain\nits corporate structure, existence and legal personality without changes in stature as well as to allow Exitus to inspect the equipment, (vii) to take all actions to recover the equipment or defend the use and enjoyment thereof (viii) to\nupdate its financial information and deliver balances, (ix) to deliver financial statements (x) obtain and maintain insurance for the equipment.\n\n•\n\nExitus may assign its rights under the Exitus Sale and Lease Back Agreement without requiring consent form Edificaciones BVG. Edificaciones BVG shall not assign its rights or obligations under the Exitus\nSale and Lease Back Agreement unless prior written consent from Exitus is obtained.\n\n•\n\nTermination Events\n\n•\n\nExitus may terminate the Exitus Sale and Lease Back Agreement if Edificaciones BVG (i) fails to pay on the indicated date any periodical or rent payment as well as any other payment at its expense or in the\nannexes and that the non-compliance persists for more than 10 (ten) calendar days, (ii) fails to perform or observe any obligation, covenant, condition or agreement thereunder, (iii) makes any misrepresentation regarding any terms\ncontained thereunder, (iv) enters into dissolution or liquidation, (v) attempts to remove, sell, convey, convey, encumber, forfeit or sublet the equipment or any part thereof, (vi) fails to obtain the applicable insurance, (vii) fails to\ncomply with a court order or arbitrations award.\n\n•\n\nGoverning Law\n\n•\n\nThe Exitus Sale and Lease Back Agreement is governed by the laws of Mexico City and the parties are subject to the jurisdiction of the courts of Mexico City.\n\nGIC Complex\n\nGIC I Hotel\n\nGIC I Hotel Management Agreement\n\n76\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nOn September 10, 2019, Operadora GIC I entered into a hotel management agreement (as amended on September 11, 2019, March 28, 2021, and July 11, 2023, and as may be further amended from time to\ntime) with AMR Operaciones MX, S. de R.L. de C.V. (Hyatt Inclusive Collection), as hotel manager, pursuant to which the hotel manager operates the GIC I Hotel for a period of 20 mandatory years starting on the date in which the hotel manager\ngives notice of receipt of the GIC I Hotel. The GIC I Initial Period commenced on April 1, 2024.\n\nIn connection with the contemplated 2031 Notes Restructuring, including the transactions contemplated by the Lock‑Up Agreement dated March 10, 2026, we have entered into the GIC I Hotel\nManagement Agreement (Mondrian) with Ennismore for the operation of the GIC I Hotel, pursuant to which Hyatt Inclusive Collection is expected to be replaced as hotel manager upon satisfaction of the applicable conditions precedent, including the\neffectiveness of the 2031 Notes Restructuring and the termination of the existing GIC I Hotel Management Agreement. As of the date of this Report, such conditions precedent have not been satisfied and the GIC I Hotel Management Agreement remains\nin effect.\n\nAccordingly, the summary below describes the material terms of the existing GIC I Hotel Management Agreement with Hyatt Inclusive Collection, which remains the operative hotel management\nagreement for the GIC I Hotel as of the date of this Report.\n\n•\n\nKey Terms\n\n77\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nThe term of the GIC I Hotel Management Agreement automatically renews for successive five-year extension periods, unless either party notifies the other of its intent not to renew at least 12 (twelve)\ncalendar months prior to the expiration date.\n\n•\n\nHyatt Inclusive Collection will have, in the name and on behalf of Operadora GIC I, the control and faculty to make decisions regarding the operation and commercialization, maintaining the control, as well\nas the management, over such activities and over all the GIC I Hotel’s assets.\n\n•\n\nThe hotel must be operational by the second quarter of 2024, it being understood that, in case of  force majeure, this deadline will be extended for a period\nequivalent to the period that said force majeure event lasts.\n\n•\n\nThe hotel will be designed to the Hyatt Inclusive Collection standards specified in the GIC I Hotel Management Agreement.\n\n•\n\nOperadora GIC I will maintain operating capital equal to the amount agreed in the Approved Annual Budget (as defined in the GIC I Hotel Management Agreement) and make the necessary equity contributions for\nthe operation of the hotel and to cover all applicable pre-operative costs.\n\n•\n\nHyatt Inclusive Collection will be entitled to an administrative fee equal to 3% of annual gross revenue of the GIC I Hotel and an incentive fee equal to 10% of gross profit of the GIC I Hotel.\n\n•\n\nIn case of delay in payments of the administrative fee or the incentive fee, there shall be a default interest of 12% per year of pending amounts or Hyatt Inclusive Collection can discount the pending fees\nfrom the gross revenues.\n\n•\n\nOperadora GIC I will reimburse Hyatt Inclusive Collection for (i) commercialization and sales costs (up to 6.0% of annual gross revenues paid monthly), (ii) expenses related to sales generated through the\ncall center and website set up by Hyatt Inclusive Collection which will amount to 5% of sales generated through that conduit, and (iii) reimbursement for group services.\n\n•\n\nHyatt Inclusive Collection will maintain the GIC I Hotel in good conditions and will have the right to, at the expense of the Operadora GIC I, make certain changes and improvements to the GIC I Hotel.\n\n•\n\nThe employees of the GIC I Hotel will work under the supervision of Hyatt Inclusive Collection, but shall be considered from a labor perspective to be under the Operadora GIC I.\n\n•\n\nOperadora GIC I must obtain insurance as specified in the GIC I Hotel Management Agreement, including insurance for litigation and damages to the GIC I Hotel.\n\n•\n\nOperadora GIC I will indemnify Hyatt Inclusive Collection, any subsidiaries, affiliates or any directors, employees or advisors for any claim that arises in relation to the GIC I Hotel Management Agreement,\nunless there has been gross negligence or bad faith.\n\n•\n\nHyatt Inclusive Collection will have a right of first refusal if we decide to sell the hotel. Pursuant to this right, it will be entitled to a 60-day due diligence period.\n\n•\n\nHyatt Inclusive Collection will have the right to assign its rights and obligations under the GIC I Hotel Management Agreement to an affiliate, subsidiary or related party, without the need to obtain prior\nconsent from Operadora GIC I, as long as the assignee proves that it has control of Hyatt Inclusive Collection and the necessary experience to operate the hotel.\n\n•\n\nOperadora GIC I has the right to assign our rights and obligations under the GIC I Hotel Management Agreement to an affiliate, subsidiary or related party, without the need to obtain prior consent from\nHyatt Inclusive Collection.\n\n78\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nExcept for the rights and obligations under the financing documents, we may not sell, assign, transfer or in any other way alienate the rights that correspond to the GIC I Hotel, either through sale or any\nother form of disposition of the GIC I Hotel, of the shares and/or any other similar corporate interest during the first two years of the initial period.\n\n•\n\nTermination Events\n\n•\n\nHyatt Inclusive Collection may terminate the GIC I Hotel Management Agreement under the following circumstances (each subject to a 30-day cure period): (i) non-payment of fees or reimbursements, (ii)\nfailure to maintain the required operating capital, (iii) insolvency or bankruptcy, (iv) loss of material permits affecting operations, (v) failure to obtain and/or maintain insurance coverage, (vi) interference with Hyatt Inclusive\nCollection’s operations, and (vii) failure to meet construction milestones. In such events and if Hyatt Inclusive Collection terminates the GIC I Hotel Management Agreement, Operadora GIC I shall pay the following penalties to Hyatt\nInclusive Collection:\n\n•\n\nA conventional penalty equivalent to 50% of the total of the Administration Fee (as defined in the GIC I Hotel Management Agreement) and the Incentive Fee (as defined in the GIC I Hotel Management\nAgreement) of the last 12 months of operation multiplied by the remaining fiscal years of the validity of the GIC I Hotel Management Agreement.\n\n•\n\nIf termination occurs before the 12 months mentioned in the previous paragraph can be counted, then the conventional penalty will be the amount resulting from multiplying $2,500 by the number of rooms\nprovided in the Contract by the number of years remaining of the Validity (as defined in the GIC I Hotel Management Agreement) of the GIC I Management Agreement.\n\n•\n\nIf the termination of the GIC I Hotel Management Agreement occurs after 12 months can be counted, but before 4 fiscal years can be counted, then the conventional penalty will be the equivalent to the total\nof the sum of the Administration Fee and the incentive fee of the last 12 months multiplied by three.\n\n•\n\nOperadora GIC I may terminate the GIC I Hotel Management Agreement under the following circumstances (each subject to a 30-day cure period except for (i)): (i) Hyatt Inclusive Collection fails to make the\nguaranteed payments, (ii) insolvency or bankruptcy of Hyatt Inclusive Collection, (iii) Hyatt Inclusive Collection abandons the hotel premises for five business days, (iv) Hyatt Inclusive Collection fails to renew any permits affecting\noperations; (v) Hyatt Inclusive Collection fails to meet at least 85% of gross operating profit for two consecutive years and does not cover the shortfall.\n\n•\n\nGoverning Law\n\n•\n\nThe GIC I Hotel Management Agreement is governed by the laws of Mexico and the parties are subject to the jurisdiction of the courts of Cancun, Quintana Roo or Mexico City as chosen by the plaintiff.\n\nGIC I Hotel Management Agreement (Mondrian)\n\nOn April 6, 2026, Operadora GIC I entered into a new hotel management agreement with Ennismore, as hotel manager, and the GIC I Trust, as guarantor, pursuant to which, upon satisfaction of the\napplicable conditions precedent, Ennismore is expected to operate the GIC I Hotel under the “Mondrian” brand for an initial mandatory term of 20 fiscal years commencing on the opening date (the “GIC I Hotel Management Agreement (Mondrian)”).\n\nThe effectiveness of, and commencement of operations by Ennismore under, the GIC I Hotel Management Agreement (Mondrian) is subject to the satisfaction of certain conditions precedent,\nincluding (i) the valid termination of the existing GIC I Hotel Management Agreement with Hyatt and (ii) the effectiveness of the 2031 Notes Restructuring in accordance with the Term Sheet. As of the date of this Report, such conditions precedent\nhave not been satisfied and Hyatt continues to operate the GIC I Hotel. The GIC I Hotel Management Agreement (Mondrian) contemplates an opening date no later than September 1, 2026, subject to certain extension rights.\n\n79\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nKey Terms\n\n•\n\nThe GIC I Hotel Management Agreement (Mondrian) contemplates that, on or about the effective date, Operadora GIC I and Ennismore (or one of its affiliates) will enter into certain ancillary agreements,\nincluding: (i) a hotel and residential consultancy services agreement, pursuant to which Operadora GIC I will renovate and convert the GIC I Hotel and the Residential Condos to applicable brand standards; (ii) a brand license and\nmarketing agreement in connection with the marketing and sale of the Residential Condos and the participation of the owners of the Residential Condos in a rental program; and (iii) a residential management agreement, pursuant to which\nEnnismore will manage, on an exclusive basis, the residential project comprising the Residential Condos.\n\n•\n\nThe term of the GIC I Hotel Management Agreement (Mondrian) will automatically renew for up to two additional five-year renewal terms unless either party provides notice of non-renewal at least 180 days\nprior to the expiration of the initial term or the first renewal term, as applicable.\n\n•\n\nEnnismore will have, in the name and on behalf of Operadora GIC I, the exclusive right to operate, manage and commercialize the GIC I Hotel, subject to the approval rights expressly reserved to Operadora\nGIC I under the GIC I Hotel Management Agreement (Mondrian).\n\n•\n\nThe agreement contemplates that the GIC I Hotel must be operational no later than September 1, 2026, which date may be extended at Operadora GIC I’s option by up to 90 days and, in the event of force\nmajeure, by up to an aggregate of 18 months.\n\n•\n\nThe GIC I Hotel will be operated in accordance with the “Mondrian” brand standards, and the Restructuring Project\ncontemplates the conversion of the GIC I Hotel into a hotel with 566 guest rooms and the Residential Condos.\n\n•\n\nEnnismore will be entitled to a base fee equal to 2.0% of total operating revenue of the GIC I Hotel for the first fiscal year, 2.5% for the second fiscal year and 3.0% for each subsequent fiscal year, plus\nan incentive fee ranging from 0% to 9% of adjusted gross operating profit of the GIC I Hotel based on the operating margin achieved in the applicable fiscal year.\n\n•\n\nOperadora GIC I will also pay certain system fees, including a sales and marketing fee equal to 1.5% of total operating revenue, reservation fees based on booking channel, an AccorConnect fee equal to 0.22%\nof rooms revenue (subject to an annual cap of €20,000), and loyalty program fees based on eligible guest expenditures.\n\n•\n\nEnnismore (or one of its affiliates) is required to deposit into an escrow account held in the name of the Issuer Trust a financial contribution of U.S.$12,735,000 (the “Access Fee Contribution”) no later\nthan 10 days prior to the opening date. The Access Fee Contribution will amortize over the initial term of the GIC I Hotel Management Agreement (Mondrian) and may be used to fund the termination of the existing Hyatt arrangement and\ncapital expenditures in connection with the Restructuring Project. If the GIC I Hotel Management Agreement (Mondrian) is terminated prior to full amortization (other than as a result of an insolvency default by Ennismore), Operadora GIC I\nwill be required to refund the unamortized portion of the Access Fee Contribution.\n\n•\n\nAs a condition to the funding of the Access Fee Contribution, the agreement contemplates that a consent, subordination, non-disturbance and attornment agreement (the “SNDA”) will be entered into among\nEnnismore, Operadora GIC I and the relevant secured parties under the Indenture and related security documents. The SNDA will prevail over the GIC I Hotel Management Agreement (Mondrian) in the event of inconsistency for so long as the\n2031 Notes (or, following effectiveness of the 2031 Notes Restructuring, the New Notes) remain outstanding. In addition, any future security interest granted over the GIC I Hotel or the GIC I Hotel Management Agreement (Mondrian), other\nthan under existing financing arrangements, will be subject to a substantially similar subordination, non-disturbance and attornment arrangement and specified financial ratio requirements.\n\n80\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nThe repayment of the unamortized Access Fee Contribution is guaranteed by the GIC I Trust on a joint and several basis with Operadora GIC I.\n\n•\n\nThe GIC I Hotel Management Agreement (Mondrian) contains restrictions on transfers by Operadora GIC I of its rights under the agreement and its interest in the GIC I Hotel and the Beach Club, including\nrequirements that certain transfers be made jointly, that the transferee qualify as an acceptable transferee, and that prior notice be delivered to Ennismore.\n\n•\n\nThe agreement includes a radius restriction pursuant to which, during the first 10 fiscal years of the initial term, neither Ennismore nor its affiliates may own, operate, franchise or license another hotel\nor serviced apartments branded “Mondrian” within 18 kilometers of the GIC I Hotel, subject to specified exceptions.\n\nTermination Events\n\n•\n\nEnnismore may terminate the GIC I Hotel Management Agreement (Mondrian), subject to applicable cure periods, upon specified events of default by Operadora GIC I, including payment defaults, material\ncovenant breaches, material breaches of representations and warranties, insolvency events, breaches under the related hotel and residential consultancy services agreement, failure to meet applicable construction milestones in connection\nwith the Restructuring Project, and sanctions/compliance-related “Prohibited Person” events. In such circumstances, Operadora GIC I may be required to pay (in addition to all accrued amounts and, subject to the terms of the agreement, the\nunamortized Access Fee Contribution) a termination payment based on the net present value of projected or historical base fees and incentive fees, depending on the timing of termination during the term.\n\n•\n\nOperadora GIC I may terminate the GIC I Hotel Management Agreement (Mondrian), subject to applicable cure periods, upon specified events of default by Ennismore, including material covenant breaches,\ninsolvency events, sanctions/compliance-related “Prohibited Person” events, and certain performance test failures (subject to Ennismore’s cure right through payment of the applicable shortfall). In the event of termination due to an\ninsolvency default by Ennismore, repayment of the unamortized Access Fee Contribution is waived.\n\nGoverning Law\n\nThe GIC I Hotel Management Agreement (Mondrian) is governed by the laws of Mexico. Disputes arising out of or in connection with the agreement are subject to ICC\narbitration seated in Miami, Florida, conducted in English, following a mandatory mediation period.\n\nGIC I Lease Agreement\n\nOn September 5, 2019, the GIC I Trust entered into a lease agreement with Operadora GIC I pursuant to which the GIC I Trust leases the GIC I Hotel’s properties to Operadora GIC I, both\nrestricted subsidiaries under the Indenture, for a period of 20 years.\n\n•\n\nKey Terms\n\n•\n\nAs long as the lessee is in compliance with the terms of the GIC I Lease Agreement, the parties may agree to extend the agreement.\n\n•\n\nThe lessee will pay a variable rent equivalent to variable rent equivalent to 98% of the gross revenue, payable within the first four months of each year. The variable rent pending from the previous year\nhas priority in order of payment, followed by the variable rent.\n\n81\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nThe rent may be paid in pesos, calculated at the exchange rate published by the Mexican Central Bank on the previous business day to the payment date.\n\n•\n\nThe rent amount, terms and conditions are revisited every three years in order to take into consideration inflation rates and market conditions, among others. The rent structure may be modified if there is\na change in law, with the lessor’s prior written consent.\n\n•\n\nThere shall be monthly interest payments in case of delayed payment of rent, in accordance with the legal interest rate (9% per annum) provided under the Federal Civil Code.\n\n•\n\nThe GIC I Lease Agreement contains terms and conditions customary for a transaction of its nature, pursuant to which the lessee, among others, will: (i) allow the lessor to inspect the GIC I Hotel; (ii)\ncomply with any law or requirement (including environmental laws); (iii) leave and deliver GIC I Hotel’s properties to the lessor in the same condition as delivered; (iv) maintain necessary permits, licenses or authorizations for\noperation and occupancy of GIC I Hotel’s properties; (v) notify of any judicial or administrative process (including related to compliance with environmental regulations) initiated against any of the parties related to GIC I Hotel’s\nproperties; (vi) pay and withhold taxes (except those that must be paid by the lessor, pursuant to the GIC I Lease Agreement); (vii) prepare and deliver quarterly and annual financial information. On the other hand, the lessor will: (i)\ndeliver the derivative and material possession of GIC I Hotel’s properties and allow the use by the lessee; (ii) not interfere with the management and operation of the GIC I Hotel; (iii) maintain GIC I Hotel’s properties in good\nconditions, among others.\n\n•\n\nThe permitted use of GIC I Hotel’s properties is restricted to the use in accordance with the GIC I Hotel Management Agreement, which restricts it to activities typically conducted by a hotel such as\nhospitality services, restaurant services, sale of alcoholic and non-alcoholic beverages, among others.\n\n•\n\nThe permits and licenses required to operate the GIC I Hotel must be obtained and maintained by the lessee or the Hotel Operator.\n\n•\n\nThe lessee may not assign its rights and obligations without the express, prior written consent of the lessor. However, with the instruction of the Trust Administrator (as defined in the GIC I Lease\nAgreement), the lessor may assign its rights and obligations.\n\n•\n\nThe lessee is authorized to execute sub-leasing agreements for hotel spaces or rooms, as long as they are in compliance with the GIC I Hotel Management Agreement.\n\n•\n\nThe lessee shall indemnify the lessor, its employees, agents, contractors or consultants, from any claim arising from any harm, disease or death that take place in the GIC I Hotel, as long as not due to the\nnegligence or bad faith of the lessor; labor claims, payment of taxes due by the lessee, among others specified in the GIC I Lease Agreement.\n\n•\n\nIf there is an expropriation that makes it impossible to continue to use the GIC I Hotel, any of the parties may terminate the GIC I Lease Agreement.\n\n•\n\nTermination Events\n\n•\n\nThe lessor may terminate the GIC I Lease Agreement at any time, prior instruction of the Trust Administrator (as defined in the GIC I Lease Agreement), with 30 business days’ notice to the lessee. In\naddition, the lessor may terminate the GIC I Lease Agreement if the lessee defaults on any of its obligations under the GIC I Lease Agreement, uses GIC I Hotel’s property for a different purpose than allowed or assigns its rights and/or\nobligations in favor of a third party, without prior written consent of the lessor, default in the payment of rent, if the lessee becomes insolvent or files for bankruptcy, if the lessee’s assets are frozen or seized pursuant to a\njudicial procedure, a change of control in the lessee, or if the GIC I Hotel Management Agreement is terminated and the Hotel Operator is not substituted, among others.\n\n82\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nThe Lessor may terminate the agreement by means of a termination notice delivered 30 business days in advance.\n\n•\n\nGoverning Law\n\n•\n\nThe GIC I Lease Agreement is governed by the laws of the State of Quintana Roo, Mexico and the parties are subject to the jurisdiction of the courts of Mexico City.\n\nFinamo Sale and Lease Back Agreements\n\nOn February 27, 2023, Murano World, as lessee, Arrendadora Finamo, as lessor, and Marcos Sacal Cohen, as depositary, and Edificaciones BVG as joint and several obligor, entered into a lease\nagreement under which the parties establish the terms and conditions based on which the lessor will grant the lessee the temporary use and enjoyment of the goods, its accessories and spare parts for a specific period, as determined in the annexes\n(“Finamo Sale and Lease Back Agreement I”).\n\nOn October 24, 2023, Murano World, as lessee, Arrendadora Finamo, as lessor, and Marcos Sacal Cohen, as depositary, and Edificaciones BVG as joint and several obligor, entered into a lease\nagreement under which the parties establish the terms and conditions based on which the lessor will grant the lessee the temporary use and enjoyment of the goods, its accessories and spare parts for a specific period, as determined in the annexes\n(“Finamo Sale and Lease Back Agreement II” and together with the Finamo Sale and Lease Back Agreement I, the “Finamo Sale and Lease Back Agreements”). As of\nDecember 31, 2025, Ps.$318.7 million was outstanding under these agreements.\n\n•\n\nKey Terms\n\n•\n\nEach of the leases entered into under the Finamo Lease Agreements will be implemented through the execution of the annexes and shall additionally determine the specific elements that must govern each lease,\nsuch as (i) the documentation and precise description of the assets subject to the lease (ii) the amount of the rents that Murano World shall pay to Arrendadora Finamo or its designee (iii) the fixed term and (iv) the breakdown of the\nadditional concepts that may be applicable to the transaction.\n\n•\n\nMurano World must comply with the fixed term of each annex and therefore agrees to cover the rents due as they are generated duly contained in the table of payments in each annex, however, the early\ntermination of the agreed term or failure to pay the obligations acquired by Murano World shall constitute the payment of the conventional penalty established in each annex.\n\n•\n\nThe rental amount will be covered by the lessee through installments that will be covered monthly in arrears and will be payable as they accrue.\n\n•\n\nFailure to timely pay any amount payable by Murano World or any other document executed in accordance therewith, Murano World shall pay Arrendadora Finamo a default interest of 3% (three percent) on the\namount corresponding to the overdue and unpaid obligations computed from the date on which the payment is due, until the date of effective payment for the number of days elapsed, without prejudice to the right of Arrendadora Finamo to\nterminate the Agreement and Exhibits in advance.\n\n•\n\nMurano World has, among others, the following obligations (i) obtain the permits, authorizations or licenses necessary for the proper use of the goods, as well as the payment of any taxes, license or permit\nthat may be applicable for the use and enjoyment of the goods during the validity of the Annexed Contract (as defined in the Finamo Sale and Lease Back Agreement), (ii) repair the damages and harm and hold the lessor harmless from the\npossible execution of illegal acts in which the leased property is involved, (iii) obtain broad coverage insurance that covers any risk that the goods may suffer, before the date of delivery of the same and maintain said insurance in\nforce while the goods are in its possession, (iv) provide quarterly financial statements and annual audited financial statements, (v) inform the lessor of any event that may jeopardize its obligations under thereunder, (vi) refrain from\nmaking any encumbrance, sublease and/or dispose of the goods in any way different from the agreement’s purpose, and (vii) hold the lessor safe and harmless from any liability it may be awarded with respect to damages and/or any loss that\nmay be caused by any third party from the execution of illegal acts in which the leased property is involved.\n\n83\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nThe lessor may require Murano World and the depositary and the joint obligor to subscribe a promissory note in its favor for each executed annex.\n\n•\n\nThe lessor assign, transfer, discount or transmit by any legal figure each one of the rights and obligations contracted under the Finamo Sale and Lease Back Agreement I. The lessee may not assign or\ntransfer in any way its rights and obligations thereunder without the express written authorization of the lessor.\n\nAs of the date of this Report, Murano World has failed to make certain lease payments due under the Finamo Sale and Lease Back Agreements. As disclosed above, on October 13, 2025, Finamo and\nArrendadora Finamo initiated a commercial enforcement proceeding (juicio oral mercantil) against Murano PV, Murano World, Edificaciones BVG, Elías Sacal Cababie, and other related parties (Case No.\n1057/2025) before the Twentieth Civil Court for Oral Proceedings (Juzgado Vigésimo de lo Civil de Proceso Oral) of Mexico City, in connection with the alleged failure to make (i) principal and interest\npayments under the Finamo Loans and (ii) lease payments under the Finamo Sale and Lease Back Agreements. As of the date of this Report, such proceedings are ongoing at the preliminary stage and no final judgment has been issued. On October 13,\n2025, the court granted precautionary measures, as well as other interim measures. The Murano Group is contesting such proceedings and is also negotiating definitive settlement agreements Finamo and Arrendadora Finamo regarding a potential\nnegotiated settlement and resolution of these matters in connection with its ongoing debt restructuring efforts.\n\nTermination Events\n\n•\n\nAmong others, the following will constitute an event of default by Murano World: (i) any non-compliance with its obligations, (ii) for delay and/or failure to timely pay any consideration or amount due and\npayable thereunder, (iii) the seizure of the goods, (iii) bankruptcy, suspension of payment, dissolution or liquidation, (iv) increase the level of leverage shown in the credit risk analysis at the time of approving the transaction and/or\nvary the cash coverage on the payment of rents\n\n•\n\nGoverning Law\n\n•\n\nThe Finamo Sale and Lease Back Agreement I is governed by the laws of Mexico and the parties are subject to the jurisdiction of the courts of Mexico City. The Finamo Sale and Lease Back Agreement II is\ngoverned by the laws of Culiacán, Sinaloa, México and the parties are subject to the jurisdiction of the courts of Culiacán, Sinaloa, México.\n\nCoppel Lease Agreement\n\nOn November 8, 2023, Operadora GIC I, as lessee, Arrendadora Coppel, as lessor, and Murano World, Edificaciones BVG and Elías Sacal Cababie as joint and several obligors, entered into a lease\nagreement under which the parties establish the terms and conditions based on which the lessor will grant the lessee the temporary use and enjoyment of the goods described in the specific contracts that are signed from time to time by the\nparties, including of equipment, their accessories and spare parts, and under which, additionally, the lessee will have the obligation to pay to the lessor the rental amount. As of December 31, 2025, Ps.$151.3 million was outstanding under this\nagreement.\n\n•\n\nKey Terms\n\n•\n\nEach of the leases that are formalized under the lease will be implemented through the execution of annexed contracts. The term of the annexed contracts will be of 60 months.\n\n•\n\nAs consideration for the use and enjoyment of the goods, the lessee will pay the lessor the amount of the Lease without considering the VAT. The amount of the Lease will be that established under the\ncorresponding item in the annexed contracts.\n\n•\n\nThe rental amount will be covered by the lessee through installments that will be covered monthly in arrears and will be payable as they accrue.\n\n•\n\nIn the event that the lessee does not make the corresponding payment, a daily default interest will be charged from the date of default and until full payment on the amounts owed at the monthly rate agreed\nin each Annexed Contract.\n\n•\n\nOperadora GIC I has, among others, the following obligations: (i) obtain the permits, authorizations or licenses necessary for the proper use of the goods, as well as the payment of any taxes, license or\npermit that may be applicable for the use and enjoyment of the goods during the validity of the Annexed Contract, (ii) repair the damages and harm and hold the lessor harmless from the possible execution of illegal acts in which the\nleased property is involved, (iii) obtain broad coverage insurance that covers any risk that the goods may suffer, before the date of delivery of the same and maintain said insurance in force while the goods are in its possession.\n\nAs of the date of this Report, Operadora GIC I has failed to make certain lease payments due under the Coppel Lease Agreement. As disclosed above, such failure has not resulted in a formal\nacceleration of the amounts outstanding thereunder by Arrendadora Coppel as of the date hereof. Currently, Operadora GIC I is in active negotiations with Coppel to restructure or settle the terms of the Coppel Lease Agreement.\n\n84\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nTermination Events\n\n•\n\nThe Coppel Lease Agreement shall terminate by express agreement by the parties or if there is theft or total loss of the leased goods.\n\n•\n\nAmong others, the following will constitute an event of default by Operadora GIC I: (i) any non-compliance with its obligations, (ii) the seizure of the goods, (iii) using the goods for a purpose other than\nthat agreed upon, (iv) subletting the goods, (v) bankruptcy, suspension of payment, dissolution or liquidation, (vi) failure to make repairs or maintenance services to the goods, (vii) loss or deterioration of goods, and (viii) failure to\ncomply with any other financing granted by Arrendadora Coppel or any other financial institution.\n\n•\n\nGoverning Law\n\n•\n\nThe Coppel Lease Agreement is governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.\n\nGIC I Supervision Agreement\n\nOn October 1, 2019, Ideurban entered into a services agreement with the GIC I Trust whereby the GIC I Trust retains the services of Ideurban who shall provide all services necessary for the\ndevelopment of the GIC I Hotel.\n\nThe GIC I Supervision Agreement is no longer in effect. The services originally contemplated thereunder have been substantially completed, and the Company has subsequently entered into separate\nguaranteed maximum price construction agreements in connection with the hotel and residential components of the reconfiguration of the GIC I Hotel as part of the contemplated 2031 Notes Restructuring and the Restructuring Project.\n\nGuaranteed Maximum Price Construction Agreement (Hotel Component)\n\nOn January 1, 2026, GIC I Trust, as client, and Ideurban, as contractor, entered into a Guaranteed Maximum Price Construction Agreement (the “GIC GMP\nConstruction Agreement (Hotel)”), pursuant to which the parties agreed the terms and conditions under which the contractor will carry out the construction and reconversion works for a Mondrian-branded hotel, consisting of the conversion\nof an existing property and the opening of 166 guest rooms, in accordance with the standards, guidelines, and technical, architectural and operational specifications designated or approved from time to time by the hotel operator. Such works\ninclude the hotel’s common and service areas (such as the lobby, reception, restaurants, bars, meeting and event rooms, administrative areas, back-of-house areas, kitchens, personnel facilities and other complementary installations), together\nwith all works, adaptations, remodeling, installations, equipment and finishes necessary for the proper operation of the hotel.\n\nKey Terms:\n\n•\n\nThe GIC GMP Construction Agreement (Hotel) will remain in effect from its execution date until the full performance of all obligations of the parties thereunder and under its annexes. The agreed execution\nterm runs from February 1, 2026 through February 1, 2027, subject to any extensions duly agreed by the parties in accordance with the agreement.\n\n•\n\nThe GIC GMP Construction Agreement (Hotel) is subject to a condition precedent (condición suspensiva) consisting of the execution, in definitive and binding terms,\nof the applicable Hotel Management Agreement with Ennismore or with an entity designated by such operator as its authorized affiliate or assignee. In the event that the condition precedent is not satisfied within the period agreed by the\nparties, or, in the absence of such agreement, within a reasonable period consistent with the nature of the project, the GIC GMP Construction Agreement (Hotel) shall become null and void by operation of law, without liability to either\nparty and without giving rise to any penalty, indemnification or claim of any nature.\n\n85\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nAs consideration for the full completion of the works, GIC I Trust will pay the contractor a guaranteed maximum price of U.S.$15,000,004.16, inclusive of VAT. The contract price includes all direct and\nindirect costs and general expenses budgeted to be incurred by the contractor in connection with the performance of the works, and may be modified only through a Change Order issued by GIC I Trust in accordance with the terms of the\nagreement.\n\n•\n\nThe contract price will be paid by GIC I Trust through biweekly estimates, each representing no less than 5% of the total contract price, which will initially be financed by the contractor and become\npayable following submission of the first two estimates, provided that (i) such estimates have been approved by GIC I Trust in accordance with the work schedule, and (ii) they are accompanied by the progress reports required under the\nwork logbook. From each estimate, GIC I Trust will deduct the proportional amount corresponding to the guarantee fund, equal to 5% of the amount otherwise payable, which will be released upon total completion of the works, technical\nclose-out and delivery of the documentary evidence of compliance with applicable law as set forth in the agreement.\n\n•\n\nIn the event of any delay in the commencement of the work schedule, in the progress of the work schedule or in the completion of the works, the contractor will pay GIC I Trust, or GIC I Trust may offset\nagainst pending invoices, a delay penalty equal to 2% per week of the value of the delayed works for each week of non-compliance, until the relevant breach ceases. Aggregate contractual penalties may not exceed, jointly or severally, 20%\nof the total contract value, upon reaching which threshold the agreement will be terminated. In the event of abandonment of the works or termination of the agreement attributable to the contractor, the contractor will pay GIC I Trust a\npenalty equal to 20% of the contract price.\n\n•\n\nThe contractor will provide, through its subcontractors, the guarantees applicable to the performance of its obligations under the agreement, which must be delivered within ten (10) business days following\nexecution of the agreement, to the satisfaction of GIC I Trust.\n\n•\n\nIdeurban has, among others, the following obligations: (i) to perform the construction works in strict compliance with applicable construction regulations and the standards, guidelines and specifications\ndesignated by the hotel operator; (ii) to obtain, at its own responsibility and cost, all permits and licenses necessary for the execution of the works; (iii) to provide, at its sole cost and expense, all materials, labor, resources and\nequipment required for the incorporation, performance, execution and installation of all elements of the works, whether expressly described or reasonably inferable from the contract documents; (iv) to maintain at the work site a project\nmanager and qualified supervisor during execution of the works; (v) to assume, at its sole cost and expense, all obligations for the payment of taxes, salaries, social security contributions, INFONAVIT, SAR, payroll tax and all labor\nbenefits and obligations owed to its personnel and the personnel of its subcontractors; (vi) to perform the works in accordance with applicable environmental legislation, including the handling of hazardous materials and waste in\ncompliance with applicable regulations; and (vii) to guarantee the quality and use of the works and remedy any defects, hidden defects and imperfections during a 12-month warranty period commencing on the date of total completion of the\nworks.\n\nTermination Events:\n\n•\n\nThe GIC GMP Construction Agreement (Hotel) will terminate upon the execution by the parties of the Acceptance Certificate of Totally Completed Works, upon termination by GIC I Trust for cause, upon early\ntermination by GIC I Trust upon five (5) calendar days’ prior notice, upon total or partial suspension ordered by GIC I Trust, or upon the occurrence of a force majeure event lasting more than 30 calendar days that prevents the\nconstruction or development of the works.\n\n86\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nAmong others, the following will constitute events of default by Ideurban: (i) failure to commence the construction works within fifteen (15) business days following the written notice to proceed issued by\nGIC I Trust; (ii) failure to substantially complete the works within the term set forth in the agreement; (iii) unjustified delay exceeding fifty (50) calendar days in any milestone set forth in the Work Program; (iv) accrual of\ncontractual penalties equal to 20% of the contract price; (v) failure to timely comply with any obligation under the agreement or its annexes; (vi) subcontracting of the entirety of the works without the prior consent of GIC I Trust;\n(vii) bankruptcy, insolvency, dissolution or liquidation; (viii) failure to obtain or maintain the required insurance policies; (ix) suspension of the execution of the works for reasons other than force majeure events or those\nspecifically provided in the agreement; (x) strike by the contractor’s workers or those of its subcontractors; (xi) failure to comply with social security, INFONAVIT and payroll tax obligations; (xii) violation of applicable laws; (xiii)\npayment by the contractor of indemnification amounts equal to 100% of the contract price; and (xiv) failure to comply with the requirements and requests of the external advisor designated by GIC I Trust.\n\nGoverning Law:\n\n•\n\nThe GIC GMP Construction Agreement (Hotel) is governed by the laws of Mexico. The parties are subject to the mediation procedure set forth in the agreement and, if the dispute remains unresolved, to the\napplicable laws and jurisdiction of the federal courts of Mexico City, waiving any other jurisdiction that may otherwise correspond to them.\n\nGuaranteed Maximum Price Construction Agreement (Residential Condos Component)\n\nOn January 1, 2026, GIC I Trust, as client, and Ideurban, as contractor, entered into a Guaranteed Maximum Price Construction Agreement (the “GIC GMP\nConstruction Agreement (Residential)”), pursuant to which the parties agreed the terms and conditions under which the contractor will carry out the adaptation and rehabilitation works for the construction of a residential project\ncomprising 328 residential apartments in Cancún, Quintana Roo, including common areas and spaces (such as lobbies, amenity areas, multi-purpose rooms, gyms, recreational areas, green areas, swimming pools, terraces, service areas, storage areas\nand other complementary facilities, including commercial or service areas as contemplated in the project).\n\nKey Terms:\n\n•\n\nThe GIC GMP Construction Agreement (Residential) will remain in effect from its execution date until the full performance of all obligations of the parties thereunder and under its annexes. The agreed\nexecution term runs from January 1, 2026 through July 1, 2027, subject to any extensions duly agreed by the parties in accordance with the agreement.\n\n•\n\nThe GIC GMP Construction Agreement (Residential) is subject to a condition precedent (condición suspensiva) consisting of the execution, in definitive and binding\nterms, of the applicable Hotel Management Agreement with Mondrian or with an entity designated by such operator as its authorized affiliate or assignee. In the event that the condition precedent is not satisfied within the period agreed\nby the parties thereto, or, in the absence of such agreement, within a reasonable period consistent with the nature of the project, the GIC GMP Construction Agreement (Residential) shall become null and void by operation of law, without\nliability to either party and without giving rise to any penalty, indemnification or claim of any nature.\n\n•\n\nAs consideration for the full completion of the works, GIC I Trust will pay the contractor a guaranteed maximum price of U.S.$42,700,238.00, inclusive of VAT. The contract price includes all direct and\nindirect costs and general expenses budgeted to be incurred by the contractor in connection with the performance of the works, and may be modified only through a Change Order issued by GIC I Trust in accordance with the terms of the\nagreement.\n\n•\n\nThe contract price will be paid by GIC I Trust through biweekly estimates, each representing no less than 5% of the total contract price, which will initially be financed by the contractor and become\npayable following submission of the first two estimates, provided that (i) such estimates have been approved by GIC I Trust in accordance with the work schedule, and (ii) they are accompanied by the progress reports required under the\nwork logbook. From each estimate, GIC I Trust will deduct the proportional amount corresponding to the guarantee fund, equal to 5% of the amount otherwise payable, which will be released upon total completion of the works, technical\nclose-out and delivery of the documentary evidence of compliance with applicable law as set forth in the agreement.\n\n87\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nIn the event of any delay in the commencement of the work schedule, in the progress of the work schedule or in the completion of the works, the contractor will pay GIC I Trust, or GIC I Trust may offset\nagainst pending invoices, a delay penalty equal to 2% per week of the value of the delayed works for each week of non-compliance, until the relevant breach ceases. Aggregate contractual penalties may not exceed, jointly or severally, 20%\nof the total contract value, upon reaching which threshold the agreement will be terminated. In the event of abandonment of the works or termination of the agreement attributable to the contractor, the contractor will pay GIC I Trust a\npenalty equal to 20% of the contract price.\n\n•\n\nThe contractor will provide, through its subcontractors, the guarantees applicable to the performance of its obligations under the agreement, which must be delivered within ten (10) business days following\nexecution of the agreement, to the satisfaction of GIC I Trust.\n\n•\n\nIdeurban has, among others, the following obligations: (i) to perform the construction works in strict compliance with applicable construction regulations; (ii) to obtain, at its own responsibility and\ncost, all permits and licenses necessary for the execution of the works; (iii) to provide, at its sole cost and expense, all materials, labor, resources and equipment required for the incorporation, performance, execution and installation\nof all elements of the works, whether expressly described or reasonably inferable from the contract documents; (iv) to maintain at the work site a project manager and qualified supervisor during execution of the works; (v) to assume, at\nits sole cost and expense, all obligations for the payment of taxes, salaries, social security contributions, INFONAVIT, SAR, payroll tax and all labor benefits and obligations owed to its personnel and the personnel of its\nsubcontractors; (vi) to perform the works in accordance with applicable environmental legislation, including the handling of hazardous materials and waste in compliance with applicable regulations; and (vii) to guarantee the quality and\nuse of the works and remedy any defects, hidden defects and imperfections during a 12-month warranty period commencing on the date of total completion of the works.\n\nTermination Events:\n\n•\n\nThe GIC GMP Construction Agreement (Residential) will terminate upon the execution by the parties of the Acceptance Certificate of Totally Completed Works, upon termination by GIC I Trust for cause, upon\nearly termination by GIC I Trust upon five (5) calendar days’ prior notice, upon total or partial suspension ordered by GIC I Trust, or upon the occurrence of a force majeure event lasting more than 30 calendar days that prevents the\nconstruction or development of the works.\n\n•\n\nAmong others, the following will constitute events of default by Ideurban: (i) failure to commence the construction works within fifteen (15) business days following the written notice to proceed issued by\nGIC I Trust; (ii) failure to substantially complete the works within the term set forth in the agreement; (iii) unjustified delay exceeding fifty (50) calendar days in any milestone set forth in the Work Program; (iv) accrual of\ncontractual penalties equal to 20% of the contract price; (v) failure to timely comply with any obligation under the agreement or its annexes; (vi) assignment of its rights or obligations, or subcontracting of the entirety of the works,\nwithout the prior consent of GIC I Trust; (vii) bankruptcy, insolvency, dissolution or liquidation; (viii) failure to obtain or maintain the required insurance policies; (ix) suspension of the execution of the works for reasons other than\nforce majeure events or those specifically provided in the agreement; (x) strike by the contractor’s workers or those of its subcontractors; (xi) failure to comply with social security, INFONAVIT and payroll tax obligations; (xii)\nviolation of applicable laws; (xiii) payment by the contractor of indemnification amounts equal to 100% of the contract price; and (xiv) failure to comply with the requirements and requests of the external advisor designated by GIC I\nTrust.\n\nGoverning Law:\n\n•\n\nThe GIC GMP Construction Agreement (Residential) is governed by the laws of Mexico. The parties are subject to the mediation procedure set forth in the agreement and, if the dispute remains unresolved, to\nthe applicable laws and jurisdiction of the federal courts of Mexico City, waiving any other jurisdiction that may otherwise correspond to them.\n\n88\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nGIC I Master Construction Agreement\n\nOn January 25, 2019, Edificaciones BVG entered into a construction agreement with the GIC I Trust (the “GIC I Master Construction Agreement”).\n\nArising from the Termination Agreement dated as of January 1, 2026, the GIC I Master Construction Agreement is no longer in effect. The construction works originally contemplated thereunder\nhave been substantially completed, and the Company has subsequently entered into separate guaranteed maximum price construction agreements in connection with the hotel and residential components of the reconfiguration of the GIC I Hotel as part\nof the contemplated 2031 Notes Restructuring and the Restructuring Project.\n\nGIC II\n\nGIC II Hotel\n\nUnder the previous development plan, Murano intended to develop another hotel as part of phase two of the GIC Complex, the GIC II Hotel. Accordingly, Murano previously entered into the GIC II\nHotel Management Agreement for the operation of the GIC II Hotel; however, in light of recent market developments and the Company’s strategic focus on residential development and commercialization, Murano has halted the development of the GIC II\nHotel in order to prioritize the GIC Condominiums. The Company intends to terminate the GIC II Hotel Management Agreement in connection with the contemplated 2031 Notes Restructuring. As a result, the GIC II Hotel Management Agreement may be\namended or terminated in connection with the implementation of the 2031 Notes Restructuring.\n\nGIC II Hotel Management Agreement\n\nOn August 23, 2021, Operadora GIC II entered into a hotel management agreement with AMR Operaciones MX, S. de R.L. de C.V. (Hyatt Inclusive Collection), as hotel manager, pursuant to which the\nhotel manager will operate the GIC II Hotel for a period of 15 mandatory years starting on the date on which the hotel manager gives notice of receipt of the GIC II Hotel or February 1, 2024, whatever occurs later, with the possibility of a\nsubsequent five year extension (as amended, supplemented or otherwise modified from time to time). The effectiveness of the GIC II Hotel Management Agreement is subject to the satisfaction of certain conditions precedent, including obtaining the\nfinancing for the development of the IGC II Hotel. Murano has not yet commenced the process of securing such financing.\n\n•\n\nKey Terms\n\n•\n\nHyatt Inclusive Collection will have, in the name and on behalf of Operadora GIC II, the control and faculty to make decisions regarding the operation and commercialization, maintaining the control, as well\nas the management, over such activities and over all the GIC II Hotel’s assets.\n\n•\n\nThe hotel will be designed to the Hyatt Inclusive Collection standards specified in the GIC II Hotel Management Agreement.\n\n•\n\nOperadora GIC II will maintain operating capital equal to the amount agreed in the Approved Annual Budget and make the necessary equity contributions for the operation of the hotel and to cover all\napplicable pre-operative costs.\n\n•\n\nHyatt Inclusive Collection will be entitled to an administrative fee equal to 3% of annual gross revenue and an incentive fee equal to 10% of gross profit.\n\n•\n\nThe employees of the GIC II Hotel will work under the supervision of Hyatt Inclusive Collection but shall be considered from a labor perspective to be under Operadora GIC II.\n\n•\n\nOperadora GIC II must obtain insurance as specified in the GIC II Hotel Management Agreement, including for litigation and damages to the GIC II Hotel.\n\n•\n\nOperadora GIC II will reimburse Hyatt Inclusive Collection for (i) commercialization and sales costs (up to 6.0% of annual gross revenues paid monthly), (ii) expenses related to sales generated through the\ncall center and website set up by Hyatt Inclusive Collection which will amount to 5% of sales generated through that conduit, and (iii) reimbursement for group services.\n\n•\n\nAny late payments due to Hyatt Inclusive Collection will carry a 12% interest per year.\n\n•\n\nHyatt Inclusive Collection will have a right of first refusal if we decide to sell the hotel. Pursuant to this right, it will be entitled to a 60-day due diligence period.\n\n89\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nHyatt Inclusive Collection will have the right to assign its rights and obligations under the GIC II Hotel Management Agreement to an affiliate, subsidiary or related party, without the need to obtain prior\nconsent from Operadora GIC II, as long as the assignee proves that it has control of Hyatt Inclusive Collection and the necessary experience to operate the hotel.\n\n•\n\nOperadora GIC II has the right to assign our rights and obligations under the GIC II Hotel Management Agreement to an affiliate, subsidiary or related party, without the need to obtain prior consent from\nHyatt Inclusive Collection.\n\n•\n\nExcept for the rights and obligations under the financing documents, we may not sell, assign, transfer or in any other way alienate the rights that correspond to the hotel, either through sale or any other\nform of disposition of the hotel, of the shares and/or any other similar corporate interest during the first 2 (two) years of the initial period.\n\n•\n\nTermination Events\n\n•\n\nHyatt Inclusive Collection may terminate the GIC II Hotel Management Agreement under the following circumstances (each subject to a 30-day cure period, except for (i) non-payment of fees or reimbursements,\n(ii) failure to maintain the required operating capital, (iii) insolvency or bankruptcy, (iv) loss of material permits affecting operations, (v) failure to obtain and/or maintain insurance coverage, (vi) failure to provide the amounts\nrequired for the operation of the GIC II Hotel, (vii) interference with Hyatt Inclusive Collection’ operations, and (viii) interference with Hyatt Inclusive Collection’s activities under the GIC II Hotel Management Agreement; (xi) failure\nto notify the payment priority under the GIC II Hotel Management Agreement (x) failure to meet construction milestones. In such events and if Hyatt Inclusive Collection terminates the GIC II Hotel Management Agreement, Operadora GIC II\nshall pay to Hyatt Inclusive Collection, as determined by the latter, (a) damages; or (b) a penalty as described below:\n\n•\n\nBefore the first year following the execution: U.S.$10 million;\n\n•\n\nFollowing the first year and before the fourth year following the execution: the result of multiplying by three the total sum of the Administration Fee and the incentive fee for the last 12 months; and\n\n•\n\nAfter the fourth year following the execution: the sum of the Administration Fee and the incentive fee for the last 12 months.\n\n•\n\nOperadora GIC II may terminate the GIC II Hotel Management Agreement under the following circumstances (each subject to a 30-day cure period): (i) Hyatt Inclusive Collection fails to make the guaranteed\npayments, (ii) insolvency or bankruptcy of Hyatt Inclusive Collection, (iii) Hyatt Inclusive Collection abandons the hotel premises, (iv) Hyatt Inclusive Collection fails to renew any permits affecting operations; (v) Hyatt Inclusive\nCollection fails to meet at least 85% of gross operating profit for two consecutive years and does not cover the shortfall.\n\n•\n\nGoverning Law\n\n•\n\nThe GIC II Hotel Management Agreement is governed by the laws of Mexico.\n\nGIC Complex’s Adjacent Amenities\n\nGIC World Trade Center Sublicense Agreement\n\nOn January 15, 2020, the GIC I Trust entered into a sublicense agreement with Frana Management, S.A.P.I. de C.V. (“Frana”), pursuant to which Frana granted the GIC I Trust an exclusive\nsublicense for the use and exploitation of the following trademarks: (i) World Trade Center Cancun, (ii) WTC Cancun, and (iii) the logo (the “Sublicensed Property”) for a period of 10 years starting on the\ndate on which the conditions precedent referred below are fulfilled (the “GIC World Trade Center Sublicense Agreement”).\n\nThe GIC World Trade Center Sublicense Agreement was early terminated after the conditions for termination were met, namely: (i) the Company failed to commence use of the sublicensed property\nwithin four (4) years following the effective date of the agreement; and (ii) the Company failed to make the corresponding IP-related payments. Such termination was effected without liability to either party, and the parties remain open to\nnegotiating and entering into a new agreement in the future.\n\n90\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nDescription of Certain Financing Agreements\n\nSee “Item 5. –Operating and Financial Review and Prospects” for a discussion of the main provisions of our financing agreements relating to our\nproperties, including provisions whereby some of our properties are pledged as collateral under such financings."}