Farallon Funds.  The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

  (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

  (e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

  (f) The jurisdiction of organization of each of the Farallon SPVs and the Farallon General Partner is set forth above.  Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States.  Spokes is a citizen of the United Kingdom.

  The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.

Item 3. Source and Amount of Funds or Other Consideration

  The Farallon SPVs acquired their Ordinary Shares, Company Founder Warrants and Company Earnout Warrants on the Closing Date in the Playa Merger, in consideration for all of the ordinary shares of Playa held by the respective Farallon SPVs immediately prior to the Playa Merger.

  Playa was formed in August 2013, in connection with the reorganization of Playa’s prior parent company.  The Farallon SPVs acquired their ordinary shares of Playa at such time in exchange for shares the Farallon SPVs had held in Playa’s prior parent company.  The Farallon SPVs had acquired such shares in Playa’s prior parent company over the course of several years beginning in 2006.

Item 4. Purpose of Transaction

  The disclosure set forth in Item 6 below is hereby incorporated by reference in this Item 4.

  The purpose of the acquisition of the Ordinary Shares and the Company Warrants is for investment.

  Although no Reporting Person has any specific plan or proposal to acquire, transfer or dispose of Ordinary Shares or other securities of the Company, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Ordinary Shares or other securities of the Company or (subject to the terms of the Company Founder Warrants and the Registration Rights Agreement (as defined in Item 6 below)) transfer or dispose of any or all of its Ordinary Shares or other securities of the Company, depending in any case upon an ongoing evaluation of the Reporting Persons’ investment in the Ordinary Shares and/or such other securities, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations.  None of the Reporting Persons has made a determination regarding a maximum or minimum number of Ordinary Shares or other securities of the Company which it may hold at any point in time.

  Consistent with their investment intent, certain Reporting Persons or their representatives may engage in communications regarding the Company with other persons, including, without limitation, one