AMENDMENT NO. 1 TO TRANSACTION AGREEMENTTransaction Agreement • February 7th, 2017 • Pace Holdings Corp. • Blank checks
This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT, dated as of February 6, 2017 (this “Amendment”), is made by and among Playa Hotels & Resorts B.V., a Dutch private limited liability company (the “Company”), Pace Holdings Corp., a Cayman Islands exempted company (“Parent”), Porto Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkeid) (“Holdco”), and New Pace Holdings Corp., a Cayman Islands exempted company (“New Pace”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).
February 6, 2017Letter Agreement • February 7th, 2017 • Pace Holdings Corp. • Blank checks • New York
This letter (this “Letter Agreement”) amends and restates that certain letter agreement, dated as of September 10, 2015, delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”), dated as of the same date, by and between Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 46,000,000 of the Company’s units (including up to 6,000,000 units subject to an over-allotment option) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-third of one Ordinary Share at a price of one third of $11.50 per share, subject to adjustment. The Units were sold in the Public Offering pursuant to a
