EX-10.5



 Exhibit 10.5 

SUBSCRIPTION AGREEMENT 

This SUBSCRIPTION AGREEMENT is entered into this      day of
            , 2017, by and among Playa Hotels & Resorts N.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the
“Issuer”), and                      (“Subscriber”). 

WHEREAS, Issuer, Pace Holdings Corp., a Cayman Islands exempted company (“Pace”), Playa Hotels & Resorts B.V., a
Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Playa”), and New Pace Holdings Corp., a Cayman Islands exempted company, have entered into that certain Transaction Agreement,
dated as of December 13, 2016, as amended (the “Transaction Agreement”), pursuant to which Pace and Playa will be combined into the Issuer, on the terms and subject to the conditions set forth therein (the
“Transaction”); and 
 WHEREAS, in connection with the Transaction, Subscriber desires to subscribe for and purchase from
the Issuer that number of Issuer’s ordinary shares, par value €0.10 per share (the “Ordinary Shares”), set forth on the signature page hereto (the “Acquired Shares”) for a purchase price of $9.65 per
share, or the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Issuer desires to issue and sell to Subscriber the Acquired Shares in consideration of the payment of the Purchase Price
by or on behalf of Subscriber to the Issuer on or prior to the Closing (as defined below); 
 NOW, THEREFORE, in consideration of the
foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 

1.    Subscription. Subject to the terms and conditions hereof, on the Closing Date, Subscriber hereby agrees to
subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, the Acquired Shares (such subscription and issuance, the “Subscription”). 

2.    Closing. 

a.    The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the
substantially concurrent consummation of the Transaction and shall occur one (1) business day after the merger of Playa into the Issuer in connection therewith (the “Closing Date”). No later than 6:00 p.m. EST on March 6,
2017, Subscriber shall deliver to the Issuer, to be deposited into a segregated account of Issuer and held in escrow until the Closing, the Purchase Price for the Acquired Shares (A) by wire transfer of U.S. dollars in immediately available
funds to the account specified in writing by the Issuer or (B) by personal check in U.S. dollars delivered to Dayna Blank at 1560 Sawgrass Corporate Parkway, Suite 310, Ft. Lauderdale, Florida 33323 in person or by Federal Express or a similar
nationally recognized overnight carrier. Subscriber may pay the Purchase Price by personal check only if Subscriber is located in the United States. On the Closing Date, the Issuer shall deliver to Subscriber the Acquired Shares in book entry form
and transfer agent shall deliver to Subscriber a statement of holdings showing Subscriber as the owner of the Acquired Shares, and the Purchase Price shall be released from escrow automatically and without further action by the Issuer or Subscriber.
In the event the Closing does not occur on the Closing Date, the Issuer shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. 

  
 1 








 b.    The Closing shall be subject to the conditions that, on the Closing
Date: 
 (i)    no suspension of the qualification of the Acquired Shares for offering or sale or trading in any
jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; 

(ii)    all representations and warranties of the Issuer and Subscriber contained in this Subscription Agreement shall be
true and correct in all material respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of each of the representations, warranties and agreements of each such party
contained in this Subscription Agreement as of the Closing Date; 
 (iii)    no governmental authority shall have
enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal
or otherwise preventing or prohibiting consummation of the transactions contemplated hereby; 
 (iv)    Subscriber
shall have paid to Issuer the Purchase Price in accordance with the terms of this Agreement and such funds shall be available for payment to Issuer; and 

(v)    the Transaction shall have been consummated. 

c.    At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional
actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement. 

3.    Issuer Representations and Warranties. The Issuer represents and warrants that: 

a.    The Issuer has been duly organized and is validly existing as a private limited liability company (besloten
vennootschap met beperkte aansprakelijkheid) and, prior to completion of the Transaction, will be converted to a public limited liability company (naamloze vennootschap) under the laws of the Netherlands, with corporate power and
authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. 

b.    This Subscription Agreement has been duly authorized, executed and delivered by the Issuer and is enforceable
against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity. 
 c.    The execution, delivery and
performance of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other
agreement or instrument to which the Issuer or 

  
 2 








 
any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject, which
would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of Issuer or any of its subsidiaries, taken as a whole (an “Issuer Material
Adverse Effect”) or materially affect the legal authority of the Issuer to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of
the Issuer or any of its subsidiaries; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of
its subsidiaries or any of their respective properties that would reasonably be expected to have an Issuer Material Adverse Effect or materially affect the legal authority of the Issuer to comply in all material respects with this Subscription
Agreement. 
 4.    Subscriber Representations and Warranties. Subscriber represents and warrants that: 

a.    Subscriber has the authority to enter into, deliver and perform its obligations under this Subscription Agreement.

 b.    The signature on this Subscription Agreement is genuine, and Subscriber has legal competence and capacity to
execute the same. This Subscription Agreement is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. 

c.    The execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the
transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of
the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which
any of the property or assets of Subscriber is subject, which would reasonably be expected to have a material adverse effect on the financial condition of Subscriber (a “Subscriber Material Adverse Effect”) or materially affect the
legal authority of Subscriber to comply in all material respects with the terms of this Subscription Agreement; or (ii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or
body, domestic or foreign, having jurisdiction over Subscriber or any of his or her properties that would reasonably be expected to have a Subscriber Material Adverse Effect or materially affect the legal authority of Subscriber to comply in all
material respects with this Subscription Agreement. 
 d.    Subscriber (i) provided complete and accurate
information in the questionnaire regarding Subscriber’s status as an “accredited investor” (as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), which is
attached hereto as Schedule A), (ii) is acquiring the Acquired Shares only for his or her own account and not for the account of others, and (iii) is not acquiring the Acquired Shares with a


  
 3 








 
view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the
signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Acquired Shares. 

e.    Subscriber understands that the Acquired Shares are being offered in a transaction not involving any public offering
within the meaning of the Securities Act and that the Acquired Shares have not been registered under the Securities Act. Subscriber understands that the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber
absent an effective registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) if Subscriber is not and will not be an officer or director of the Issuer, to non-U.S. persons pursuant to offers
and sales that occur outside the United States within the meaning of, and in accordance with the exemption under, Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the
Securities Act, and that any certificates representing the Acquired Shares shall contain a legend to such effect. Subscriber acknowledges that the Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities
Act. Subscriber understands and agrees that the Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Acquired Shares and may be required to bear
the financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber understands that he or she has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Acquired
Shares. 
 f.    Subscriber understands and agrees that Subscriber is purchasing the Acquired Shares directly from the
Issuer. Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by the Issuer or any of its officers or directors, expressly or by implication, other than those
representations, warranties, covenants and agreements included in this Subscription Agreement. 
 g.    Subscriber
represents and warrants that his or her acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended,
Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. 
 h.    In making
its decision to purchase the Acquired Shares, Subscriber represents that he or she has relied solely upon independent investigation made by Subscriber, except Subscriber has received the Confidential Information Memorandum, dated as of
February 17, 2017, provided by Issuer. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Acquired Shares, including with
respect to Pace, the Issuer, Playa and the Transaction. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such
information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares. 

  
 4 








 i.    Subscriber became aware of this offering of the Acquired Shares solely
by means of direct contact between Subscriber and Playa and/or the Issuer, and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber, Playa and the Issuer. Subscriber did not become aware of this offering of the
Acquired Shares, nor were the Acquired Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Issuer represents and warrants that the Acquired Shares (i) were not offered by any form of general solicitation or
general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. 

j.    Subscriber acknowledges that he or she is aware that there are substantial risks incident to the purchase and
ownership of the Acquired Shares. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Acquired Shares, and Subscriber has sought such accounting,
legal and tax advice as Subscriber has considered necessary to make an informed investment decision. 
 k.    Alone, or
together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable
investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of
total loss exists. 
 l.    Subscriber understands and agrees that no federal or state agency has passed upon or
endorsed the merits of the offering of the Acquired Shares or made any findings or determination as to the fairness of this investment. 

m.    Subscriber represents and warrants that Subscriber is not (i) a person named on the List of Specially
Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC
(“OFAC List”), or a person prohibited by any OFAC sanctions program, or (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515. Subscriber agrees to provide law enforcement agencies,
if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law. 

n.    Subscriber has, and upon the date that Subscriber pays Issuer the Purchase Price will have, sufficient funds to pay
the Purchase Price pursuant to Section 2(a). 
 5.    Registration Rights. The Issuer agrees that, within
thirty (30) calendar days after the consummation of the Transaction, the Issuer will file with the U.S. Securities and Exchange Commission a registration statement registering the resale of the Acquired Shares (the “Registration
Statement”), and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof; provided, however, that the Issuer’s obligations to
include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of
disposition of the Acquired Shares as shall be reasonably requested by the Issuer to effect the registration of the Acquired Shares, and shall execute such documents in connection 

  
 5 








 
with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone
and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period. 

6.    Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and
all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in
accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement or (c) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement
are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, that nothing herein will relieve any party from liability for
any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Issuer shall promptly notify Subscriber of the
termination of the Transaction Agreement promptly after the termination of such agreement. 

7.    Miscellaneous. 

a.    Subscriber acknowledges that the Issuer and others will rely on the acknowledgments, understandings, agreements,
representations and warranties contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Issuer if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein
are no longer accurate in all material respects. 
 b.    The Issuer is entitled to rely upon this Subscription
Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 

c.    Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Acquired
Shares acquired hereunder, if any) may be transferred or assigned. 
 d.    All the agreements, representations and
warranties made by each party hereto in this Subscription Agreement shall survive the Closing. 
 e.    The Issuer may
request from Subscriber such additional information as the Issuer may deem necessary to evaluate the eligibility of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to the
extent readily available and to the extent consistent with its internal policies and procedures. 
 f.    This
Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought. 

  
 6 








 g.    This Subscription Agreement constitutes the entire agreement, and
supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. 

h.    Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of
the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by,
and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. 

i.    If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality
or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. 

j.    This Subscription Agreement may be executed in two (2) or more counterparts (including by electronic means),
all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. 

k.    Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions
contemplated herein. 
 l.    Notices. Any notice or communication required or permitted hereunder shall be in
writing and either delivered personally, telegraphed, emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received
(a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telegraph or telecopy (to such number specified below or another number or numbers as such person may
subsequently designate by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (d) five (5) business days after the date of mailing to the address below or to such other
address or addresses as such person may hereafter designate by notice given hereunder: 
 (i)    if to Subscriber, to
such address or addresses set forth on the signature page hereto; 
 (ii)    if, prior to the closing of the
Transaction, to the Issuer, to: 
 Porto Holdco B.V. 

c/o Pace Holdings Corp. 
 301
Commerce St., Suite 3300 
 Fort Worth, TX 76102 

Attn: General Counsel 
 Email:
cbode@tpg.com 

  
 7 








 with a required copy to (which copy shall not constitute notice): 

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 
 New York, NY
10153 
 Attention: Douglas Warner; Christopher Machera 

Email: doug.warner@weil.com; chris.machera@weil.com 

Weil, Gotshal & Manges LLP 

201 Redwood Shores Parkway 

Redwood Shores, CA 94065 

Attention: Kyle Krpata 
 Email:
kyle.krpata@weil.com 
 (iii)    if, after the closing of the Transaction, to the Issuer, to: 

Playa Hotels & Resorts N.V. 

c/o Playa Management USA LLC 

3950 University Drive, Suite 301 

Fairfax, VA 22030 
 Attention:
Bruce D. Wardinski 
 with a required copy to (which copy shall not constitute notice): 

Playa Hotels & Resorts N.V. 

1560 Sawgrass Corporate Parkway, Suite 310 

Fort Lauderdale, FL 33323 

Attention: General Counsel 

Hogan Lovells US LLP 
 555 13th
St. NW 
 Washington, DC 20004 

Attention: Michael McTiernan 

Email: michael.mctiernan@hoganlovells.com 

m.    This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to
this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with
the Laws of the State of New York, without giving effect to the principles of conflicts of law thereof. 
 THE PARTIES HERETO IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY
IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO
ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT 

  
 8 








 
SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY
NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND
GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 7(l)
OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. 
 EACH PARTY ACKNOWLEDGES AND AGREES THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER
AND CERTIFICATIONS IN THIS SECTION 7(m) 

  
 9 








 IN WITNESS WHEREOF, each of the Issuer and Subscriber has executed this Subscription
Agreement as of the date set forth below 
  

			
	PLAYA HOTELS & RESORTS N.V.
		
	By:	 	  

		 	Name:
		 	Title:


 Date:
                         , 2017 

[Signature Page to Subscription Agreement] 








	
	SUBSCRIBER:
	
	Signature of Subscriber:
	
	  

	
	Date:                      , 2017
	
	Name of Subscriber:
	
	  

	(Please print.)
	
	Email Address:                                   
                                         
      
	
	Mailing Address:
	
	  

	Street
	
	  

	City, State, Zip:
	
	Telephone No.:                                   
                                         
      
	
	Facsimile No.:                                   
                                         
       
	
	Aggregate Number of Acquired Shares subscribed for:
	
	  

	
	Aggregate Purchase Price: $                     .

 You must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account
specified by the Issuer in writing or by personal check in U.S. dollars delivered personally or by Federal Express or similar nationally reputable overnight carrier to Dayna Blank at 1560 Sawgrass Corporate Parkway, Suite 310, Ft. Lauderdale,
Florida 33323. Subscriber may pay the Purchase Price by personal check only if Subscriber is located in the United States. By signing above and paying the Purchase Price, you consent to payment of the Purchase Price in U.S. dollars. 

[Signature Page to Subscription Agreement]