Restructuring Term Sheet Clause Samples

Restructuring Term Sheet. As the Joint Offeror Cooperation Arrangement (being: (a) the cancellation of the Founder Scheme Shares in consideration for the Founder Cancellation Consideration; (b) the entry by the relevant members of the Founder Group, CVC Holdco and/or EquityCo into the Consortium Agreement and Shareholders' Agreement; and (c) the Restructuring) is not offered to all Shareholders (and is only offered to the members of the Founder Group, such that, after the Effective Date and the completion of the Restructuring, the Founder Group may continue to retain management control over, contribute to, participate in potential distributions of, and potentially benefit from non-guaranteed increase in value of the Offeror Group, while at the same time bearing risk of a potential fall in value, potential losses, or potential streams of negative cash flows of, or potential need for additional capital injection into the Offeror Group, resulting from undesirable performance or adverse market conditions, amongst other factors), the Joint Offeror Cooperation Arrangement requires the consent of the Executive under Note 3 to Rule 25 of the Takeovers Code, and the Offeror will make an application for consent to the Executive. The Proposal and the Scheme are therefore subject to: (a) the receipt of an opinion from the Independent Financial Adviser to the Independent Board Committee confirming that the Joint Offeror Cooperation Arrangement is fair and reasonable as far as the Disinterested Shareholders are concerned; (b) the passing of an ordinary resolution by the Disinterested Shareholders at the SGM to approve the Joint Offeror Cooperation Arrangement; and (c) the grant of consent from the Executive to the Joint Offeror Cooperation Arrangement, which will be conditional on satisfaction of the matters in paragraphs (a) and (b) above.

Restructuring Term Sheet. This is a non-binding illustrative term sheet intended for the purpose of outlining the principal terms of a potential restructuring of certain debt obligations set forth below. Any final agreement is subject to execution of definitive documentation that is mutually acceptable to the parties. This term sheet is intended solely to facilitate discussions and is a confidential settlement communication which may not be relied upon or introduced into evidence in any legal proceeding.

Restructuring Term Sheet. The Restructuring Term Sheet is expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein. The Restructuring Term Sheet sets forth the material terms and conditions of the Restructuring; provided, however, the Restructuring Term Sheet is supplemented by the terms and conditions of this Agreement.

Restructuring Term Sheet. INTRODUCTION

Restructuring Term Sheet. The terms and conditions of the Restructuring Transaction are set forth in the Restructuring Term Sheet. In the event of any inconsistencies between the terms of this Agreement and the Restructuring Term Sheet, the terms of the Restructuring Term Sheet shall govern.

Restructuring Term Sheet. This term sheet (together with all exhibits, annexes and schedules hereto, this “Restructuring Term Sheet”) sets forth certain material terms of proposed restructuring and recapitalization transactions (the “Restructuring Transactions”) with respect to the capital structure of AYR Wellness, Inc., a company subsisting under the laws of the Province of British Columbia (“AYR”) and its direct and indirect subsidiaries (each such entity, including AYR, a “Company Party”, and, collectively, the “Company Parties”) that will be implemented in accordance with the terms and conditions of the Restructuring Support Agreement dated as of July 30, 2025 (together with all exhibits, annexes and schedules thereto, including this Restructuring Term Sheet together with all exhibits, annexes and schedules thereto, each as amended, supplemented or modified in accordance with the terms thereof, the “RSA”), to which this Restructuring Term Sheet is attached.1 This Restructuring Term Sheet does not purport to summarize all of the terms and conditions that would be required in connection with the Restructuring Transactions or that will be set forth in the Definitive Documents (as defined below). This Restructuring Term Sheet is subject in all respects to the terms of the RSA and the negotiation, execution and delivery of the Definitive Documents, each of which shall be consistent with the RSA and acceptable to the Ad Hoc Committee (as defined in the RSA).

Restructuring Term Sheet. This term sheet (the “Restructuring Term Sheet”) sets forth the principal terms of the Restructuring Transactions and certain related transactions concerning the Company Parties agreed to by the Consenting Creditors and the Company Parties. This Restructuring Term Sheet does not contain a complete list of all terms and conditions of the potential transactions described herein. This Restructuring Term Sheet has been produced for discussion and settlement purposes only. Accordingly, this Restructuring Term Sheet and the information contained herein are entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rule, statute, or doctrine of similar import protecting the use or disclosure of confidential settlement discussions. This Restructuring Term Sheet is confidential and subject to applicable confidentiality provisions and agreements. The Restructuring Transactions contemplated under this Restructuring Term Sheet will be implemented pursuant to the Restructuring Support Agreement and the agreed upon restructuring Plan (תוכנית הסדר), filed concurrently or immediately after execution of the Restructuring Support Agreement, as well as all other ancillary agreements and documents, and of any other completion of definitive documents, incorporating the terms set forth herein and the closing of any restructuring shall be subject to the terms and conditions set forth in such agreed and executed definitive documents. The regulatory, tax, accounting, and other legal and financial matters and effects related to the Restructuring Transactions, or any related restructuring or similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of any Restructuring Transactions or related transactions. Capitalized terms used but otherwise not defined herein shall have the meaning ascribed to such terms in the Restructuring Support Agreement. THIS RESTRUCTURING TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN, IT BEING UNDERSTOOD THAT SUCH AN OFFER OR SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE LAW. Implementation The restructuring will be implemented through: 1. the concurrent or substantially concurrent (i) execution of the Restructuring Support Agreement and (ii) commen...

Restructuring Term Sheet. This term sheet (this “Term Sheet”)1 summarizes the material terms and conditions of restructuring and recapitalization transactions regarding FTS International, Inc., FTS International Services, LLC, and FTS International Manufacturing, LLC (collectively, the “Debtors,” and such restructuring, the “Restructuring”). The Restructuring will be accomplished through the Debtors commencing cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement a prepackaged chapter 11 plan of reorganization described herein (the “Plan”). This Term Sheet is being agreed to in connection with that certain Second Amended & Restated Restructuring Support Agreement, dated as of August 22, 2020 (the “RSA”), to which this Term Sheet is attached as Exhibit B, by and among the Debtors and certain Consenting Creditors parties thereto from time to time. Pursuant to the RSA, the parties thereto have agreed to support the transactions contemplated therein and herein; provided that in the event of any inconsistency between this Term Sheet and the RSA, the RSA shall control in all respects. This summary is being presented for discussion and settlement purposes, and is entitled to protection from any use or disclosure to any person pursuant to Rule 408 of the Federal Rules of Evidence and any other rule of similar import. This Term Sheet does not include a description of all of the terms, conditions, and other provisions that are to be contained in the definitive documentation governing the Restructuring, which remain subject to negotiation and completion in accordance with the RSA and applicable law; provided that such terms, conditions, and other provisions shall be consistent with the Term Sheet and RSA and otherwise acceptable to the Consenting Creditors. The Restructuring will not contain any material terms or conditions that are inconsistent in any material respect with this Term Sheet or the RSA. 1 Capitalized terms used but not otherwise defined in this Term Sheet have the meanings ascribed to such terms as set forth on Exhibit A attached hereto or the RSA, as applicable; provided that in the event of any inconsistency between this Term Sheet and the RSA, the RSA shall control in all respects.

Restructuring Term Sheet. This restructuring term sheet (this “Term Sheet”) and the undertakings contemplated herein are non- binding, except pursuant to and in accordance with the restructuring support agreement dated 30 June 2023 between, among others, the Company, the Issuer, and certain holders of the Existing 2025 Notes, the New Money 2025 Notes, the New Junior Lien Notes, 2026 Notes and certain Swap Providers (the “Restructuring Support Agreement” as amended and/or restated from time to time), and are otherwise subject in all respects to the satisfactory completion of due diligence by the Ad Hoc Group, the Tranche B Providers and the negotiation, execution, and delivery of mutually acceptable definitive documentation among the Issuer, the Company, the Ad Hoc Group, the Tranche B Provider and each of the Agents acting at the direction of the Ad Hoc Group. This Term Sheet replaces and supersedes the Restructuring Term Sheet (as that term is defined in, and as appended at schedule 4 to, the Restructuring Support Agreement). Capitalized terms that are not otherwise defined in this Term Sheet have the meaning given to them in the Restructuring Support Agreement.