This term sheet (this “Term Sheet”) sets out key terms agreed between Murano Global Investments PLC and its applicable subsidiaries (together, “Murano”) and an ad hoc group of holders (the “Ad Hoc Group”) in respect of a liability management or restructuring transaction (the “Transaction”) in relation to the 11.000% Senior Notes due 2031 (the “Existing Notes”) issued by Cibanco, S.A., Institución de Banca Múltiple, in its capacity as Trustee (Fiduciario), under the First Amended and Restated Irrevocable Issuing, Administration and Payment Trust Agreement No. CIB/4323 (Contrato de Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323) as Issuer Trust (the “Issuer Trust”).

This Term Sheet does not purport to summarize all of the terms and conditions, and other provisions with respect to the Transaction referred to herein. The proposed terms outlined herein remain subject to, among other things, the satisfaction of the conditions set forth in section titled “Effectiveness”.

Capitalized terms that are not otherwise defined in this Term Sheet have the meaning given to them in the indenture dated September 12, 2024 originally between, among others, (1) Cibanco, S.A., Institución de Banca Múltiple (succeeded by Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, as trustee), in its capacity as Trustee (Fiduciario) under the Issuer Trust, (2) Operadora Hotelera G.I., S.A. de C.V., as Operator Guarantor, (3) Murano PV, S.A. de C.V., as Parent Guarantor, (4) UMB Bank, N.A., as Indenture Trustee (the “Indenture Trustee”) and (5) Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, as Onshore Collateral Agent (the “Existing Notes Indenture”).

About The Company

The Company is a Mexican real estate company with extensive experience in the design, structure and delivery of large-scale hospitality and commercial projects across Mexico with an international outreach aimed at institutional real estate investors. It has a retained portfolio including the Andaz and Mondrian Hotels in Mexico City, and Grand Island Cancun I resort in Cancun, Mexico. Murano also has an in-place pipeline of projects in Baja and Cancun.

Forward-Looking Statements

This document contains certain forward-looking statements within the meaning of U.S. federal securities laws. These forward-looking statements generally are identified by the words "believe, " "project, " "expect, " "engage, " "anticipate, " "commit, " "estimate, " "intend, " "strategy, " "future, " "fulfill, " "opportunity, " "preserve, " "plan, " "may, " "should, " "will, " "would, " "will be, " "will continue, " "will likely result, " and similar expressions. Forward-looking statements are their management's current predictions, projections and other statements about future events that are based on current expectations and assumptions available to the Company, and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document. Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Company's registration statement on Form F-1 filed by the Company with the U.S. Securities and Exchange Commission (the "SEC"), and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements in this document are qualified by these cautionary statements. The Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company gives no assurance that the Company will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.