0001193125-17-207616 Sample Contracts

AMENDMENT NO. 1 TO WARRANT AGREEMENT
Warrant Agreement • June 20th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York

This Amendment (this “Amendment”) is made as of June 20, 2017 by and among Playa Hotels & Resorts N.V., a Dutch public limited liability company (naamloze vennootschap) (f/k/a Porto Holdco B.V.) (the “Company”), Computershare, Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of March 10, 2017 (the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.

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