B-Used for Exhibit page numbering; do NOT erase. EXHIBIT B Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S, 20 Citibank, N.A. 480 Washington Street, 30th Floor Jersey City, NJ 07310 Attn: AT Operations Grupo Posadas, S.A.B. de C.V. Prol. Paseo de la Reforma No. 1015 Torre A, Piso 9 Colonia Santa Fe, Delegación Álvaro Obregón 01210, México, D.F., México Attention: Corporate Finance Department Re: Grupo Posadas, S.A.B. de C.V. (the Company ) 7.875% Senior Notes due 2022 (the Notes ) CUSIP: P4983G AQ3 Dear Sirs: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act ), and, accordingly, we represent that: (1) the offer of the Notes was not made to a person in the United States; (2) either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction has been prearranged with a buyer in the United States; B-1
(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and (5) we have advised the transferee of the transfer restrictions applicable to the Notes. You, as Trustee, the Company, counsel for the Company and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: 1 1 Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program ( STAMP ) or such other signature guarantee program as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. B-2
C-Used for Exhibit page numbering; do NOT erase. EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF TEMPORARY REGULATION S GLOBAL NOTE Citibank, N.A. 480 Washington Street, 30th Floor Jersey City, NJ 07310 Attn: AT Operations Grupo Posadas, S.A.B. de C.V. Prol. Paseo de la Reforma No. 1015 Torre A, Piso 9 Colonia Santa Fe, Delegación Álvaro Obregón 01210, México, D.F., México Attention: Corporate Finance Department, 20 Re: Grupo Posadas, S.A. de C.V. (the Company ) 7.875% Senior Notes due 2022 (the Notes ) CUSIP: P4983G AQ3 Dear Sirs: This letter relates to U.S.$ principal amount of Notes represented by a certificate (the Legended Certificate ) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.16(b) of the Indenture (the Indenture ) dated as of June 30, 2015 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States (or to an Initial Purchaser (as defined in the Indenture)) to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You, as Trustee, the Company, counsel for the Company and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, C-1
Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: 1 1 Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program ( STAMP ) or such other signature guarantee program as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. C-2
D-Used for Exhibit page numbering; do NOT erase. FORM OF CERTIFICATE TO BE DELIVERED BY TRANSFEROR IN CONNECTION WITH TRANSFERS OF RULE 144A GLOBAL NOTE EXHIBIT D, 20 Citibank, N.A. 480 Washington Street, 30th Floor Jersey City, NJ 07310 Attn: AT Operations Grupo Posadas, S.A.B. de C.V. Prol. Paseo de la Reforma No. 1015 Torre A, Piso 9 Colonia Santa Fe, Delegación Álvaro Obregón 01210, México, D.F., México Attention: Corporate Finance Department Re: Grupo Posadas, S.A. de C.V. (the Company ) 7.875% Senior Notes due 2022 (the Notes ) CUSIP: 400489 AH3 Dear Sirs: This letter relates to U.S.$ principal amount of Notes represented by a certificate (the Legended Certificate ) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.16(a)(i) of the Indenture (the Indenture ) dated as of June 30, 2015 relating to the Notes, we confirm that such sale has been effected pursuant to and in accordance with Rule 144A under the Securities Act. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. Very truly yours, Date: Your Signature: D-1
(Sign exactly as your name appears on the other side of this Note) Signature Guarantee: 1 1 Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program ( STAMP ) or such other signature guarantee program as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. D-2
E-Used for Exhibit page numbering; do NOT erase. FORM OF CERTIFICATE TO BE DELIVERED BY TRANSFEREE IN CONNECTION WITH TRANSFERS OF RULE 144A GLOBAL NOTE EXHIBIT E, 20 Citibank, N.A. 480 Washington Street, 30th Floor Jersey City, NJ 07310 Attn: AT Operations Grupo Posadas, S.A.B. de C.V. Prol. Paseo de la Reforma No. 1015 Torre A, Piso 9 Colonia Santa Fe, Delegación Álvaro Obregón 01210, México, D.F., México Attention: Corporate Finance Department Re: Grupo Posadas, S.A. de C.V. (the Company ) 7.875% Senior Notes due 2022 (the Notes ) CUSIP: 400489 AH3 Dear Sirs: This letter relates to U.S.$ principal amount of Notes represented by a certificate (the Legended Certificate ) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.16(a)(i) of the Indenture (the Indenture ) dated as of June 30, 2015 relating to the Notes, we and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A ( Rule 144A ) under the Securities Act of 1933, as amended (the Securities Act ). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information. You, as Trustee, the Company, counsel for the Company and others are entitled to rely upon this letter and are irrevocably authorized to produce this E-1
letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: 1 1 Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program ( STAMP ) or such other signature guarantee program as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. E-2