13D Filing: Farallon Partners L L C/ca and Playa Hotels & Resorts N.v.

      SPVs and acquirable by the Farallon SPVs upon the exercise of Company Warrants as

      reported herein. The Farallon Individual Reporting Persons are managing members of the

      Farallon General Partner.

  (e)        Not applicable.

  The Farallon Individual Reporting Persons

  (a),(b)  The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon

      Individual Reporting Person is incorporated herein by reference for each such Farallon

      Individual Reporting Person.

(c)        None.

  (d)        The Farallon General Partner has the power to direct the receipt of dividends relating to,

      or the disposition of the proceeds of the sale of, the Ordinary Shares held by the Farallon

      SPVs and acquirable by the Farallon SPVs upon the exercise of Company Warrants as

      reported herein.  The Farallon Individual Reporting Persons are managing members of

      the Farallon General Partner.

  (e)        Not applicable.

   The Ordinary Shares and the Company Warrants reported hereby for the Farallon SPVsare held directly by the Farallon SPVs.  The Farallon General Partner, as the general partner of each of the Farallon Funds, may be deemed to be a beneficial owner of all such Ordinary Shares indirectly held by the Farallon Cabana Funds and the Ordinary Shares the Farallon Cabana Funds have the indirect right to acquire, in each case as the members of CCUA as the sole owner of Cabana; and with respect to the Ordinary Shares indirectly held by the Farallon Four Pack Funds and the Ordinary Shares the Farallon Four Pack Funds have the indirect right to acquire, in each case as the members of Four Pack, The Farallon Individual Reporting Persons, as Managing Members or the Senior Managing Member, as the case may be, of the Farallon General Partner, in each case with the power to exercise investment discretion, may be deemed to be beneficial owners of all such Ordinary Shares and Company Warrants held by the Farallon SPVs.  Each of the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Ordinary Shares and Company Warrants.

  As a result of the provisions of the Shareholder Agreement (as defined and described in Item 6 below) relating to voting for certain director designees, the Farallon SPVs, Pace Sponsor (as defined in Item 6 below) and HI Holdings Playa (as defined in Item 6 below) may be deemed members of a “group” within the meaning of Rule 13d-5(b) under the Exchange Act.  Based solely on the Company 8-K, the Reporting Persons believe that as of the date hereof Pace Sponsor beneficially owns 7,340,000 Ordinary Shares and HI Holdings Playa beneficially owns 11,969,741 Ordinary Shares, in each case without giving effect to the issuance of any Ordinary Shares upon the exercise of outstanding warrants.  Each of the Reporting Persons hereby disclaims any beneficial ownership of any securities of the Company beneficially owned by Pace Sponsor and/or HI Holdings Playa.