0001193125-18-182511 Sample Contracts

FIRST AMENDMENT TO SHARE EXCHANGE IMPLEMENTATION AGREEMENT
Share Exchange Implementation Agreement • June 4th, 2018 • Playa Hotels & Resorts N.V. • Hotels & motels • Florida

WHEREAS, the Sagicor Parties and Playa entered into that certain Share Exchange Implementation Agreement dated as of February 26, 2018 (the “Agreement”);

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SHAREHOLDER AGREEMENT
Shareholder Agreement • June 4th, 2018 • Playa Hotels & Resorts N.V. • Hotels & motels

THIS SHAREHOLDER AGREEMENT (this “Agreement”), dated as of May 31, 2018, is made by and among PLAYA HOTELS & RESORTS N.V., a limited liability company (naamloze vennootschap) organized under the laws of the Netherlands, having its corporate seat at Amsterdam and its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, registered with the Dutch trade register under number: 67450628 (the “Company”), JCSD TRUSTEE SERVICES LIMITED, a company incorporated under the laws of Jamaica and having its registered office at 40 Harbour Street in the City and Parish of Kingston (“JCSD”), and X FUND PROPERTIES LIMITED, a company incorporated under the laws of Jamaica and having its registered office at 28-48 Barbados Avenue, Kingston 5 in the Parish of Saint Andrew, Jamaica (“X Fund Properties”) (JCSD and X Fund Properties are herein collectively called the “Designating Shareholder”).

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