Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer 

   Company Founder Warrants

   The Company Founder Warrants held by the Farallon SPVs have the terms set forth in: (i) the respective Company Founder Warrants Agreements, each effective as of March 11, 2017 (together, the “Company Founder Warrants Agreements”), by and between the Company andeach ofthe respective Farallon SPVs; and (ii) the Warrant Agreement, dated as of March 10, 2017, by and among Porto Holdco N.V. (now Playa Hotels & Resorts N.V.), Computershare, Inc. and Computershare Trust Company, N.A., as warrant agent (the “Warrant Agent Agreement”).   Under the Company Founder Warrants Agreements and the Warrant Agent Agreement, each Company Founder Warrant entitles its holder to purchase one-third of one Ordinary Share at an exercise price of one-third of $11.50, subject to adjustment as set forth in such agreements.  The Company Founder Warrants become exercisable 30 days after the Closing Date and expire on the fifth anniversary of the Closing Date.

  As of the date of this statement, Cabana holds 4,119,523 Company Founder Warrants entitling Cabana to purchase, subject to the terms thereof, 1,373,174 Ordinary Shares; and Four Pack holds 262,985 Company Founder Warrants entitling Four Pack to purchase, subject to the terms thereof, 87,661 Ordinary Shares.

  The foregoing description of the Company Founder Warrants Agreements and the Warrant Agent Agreement is qualified in its entirety by the full terms and conditions thereof.  A form of Company Founder Warrants Agreement was filed by the Company with the SEC as Exhibit 10.14 to the Company 8-K, which exhibit is hereby incorporated herein by reference.  A copy of the Warrant Agent Agreement was filed by the Company with the SEC as Exhibit 10.12 to the Company 8-K, which exhibit is hereby incorporated herein by reference.

       Company Earnout Warrants 

  The Company Earnout Warrants held by the Farallon SPVs have the terms set forth in the respective Company Earnout Warrants Agreements, each effective as of March 11, 2017 (together, the “Company Earnout Warrants Agreements”), by and between the Company and each of the respective Farallon SPVs.  Under the Company Earnout Warrants Agreements, each Company Earnout Warrant entitles its holder to purchase one Ordinary Share at an exercise price of €0.10.  The Company Earnout Warrants become exercisable at such time as the closing price per Ordinary Share on the NASDAQ Capital Market has exceeded $13.00 (subject to adjustment for stock splits and reverse stock splits) for a period of more than 20 days out of 30 consecutive trading days after the Closing Date.  The Company Earnout Warrants expire on the fifth anniversary of the Closing Date.

  As of the date of this statement, Cabana holds 561,753 Company Earnout Warrants entitling Cabana to purchase, subject to the terms thereof, 561,753 Ordinary Shares; and Four Pack holds 35,862 Company Earnout Warrants entitling Four Pack to purchase, subject to the terms thereof, 35,862 Ordinary Shares.

  The foregoing description of the Company Earnout Warrants Agreements is qualified in its entirety by the full terms and conditions thereof.  A form of Company Earnout Warrants Agreement was filed by the Company with the SEC as Exhibit 10.10 to the Company 8-K, which exhibit is hereby incorporated herein by reference.