GUARANTYGuaranty • August 5th, 2013 • Guggenheim Capital LLC • Hotels & motels • Nevada
THIS GUARANTY (this “Guaranty”) is dated as of the 18th day of July, 2013 by Chautauqua Management, LLC, a Nevada limited liability company (the “Guarantor”), and shall become effective as of the Effective Time (as defined in the Amendment dated as of the date hereof to the hereinafter defined Note Purchase Agreement).
GUARANTYGuaranty • August 5th, 2013 • Guggenheim Capital LLC • Hotels & motels • Nevada
This GUARANTY (this “Guaranty”) is dated as of the 12th day of December, 2011 by LDK Holdco, LLC, a Delaware limited liability company (the “Guarantor”).
CALL OPTION AGREEMENTCall Option Agreement • July 20th, 2016 • Guggenheim Capital LLC • Hotels & motels • Nevada
THIS CALL OPTION AGREEMENT (this “Agreement”) is dated as of July 11, 2016, by and among (i) DRP Holdco, LLC, a Delaware limited liability company (“Stockholder”), (ii) Cloobeck Companies, LLC, a Nevada limited liability company (the “Optionholder”), (iii) solely for the purposes set forth in Section 10, the Equityholders (as hereinafter defined) other than Optionholder (the “Other Equityholders”) and (iv) solely for the purposes set forth in Sections 7, 8 and 9, Diamond Resorts International, Inc., a Delaware corporation (the “Company”), as successor-in-interest to Diamond Resorts Parent, LLC (the “Predecessor”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 5th, 2013 • Guggenheim Capital LLC • Hotels & motels
The undersigned hereby agree that this Statement on Schedule 13D, dated the date hereof, with respect to the shares of common stock of Diamond Resorts International, Inc., is, and any amendments thereto signed by the undersigned shall be, filed on behalf of each of the undersigned pursuant to, and in accordance with, the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Diamond Resorts International, Inc. Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen:Guggenheim Capital LLC • March 4th, 2015 • Hotels & motels
As an inducement to Credit Suisse Securities (USA) LLC (“Credit Suisse”) to execute an underwriting agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Offering”) will be made of shares of common stock, par value $0.01 per share (such shares, whether now owned or hereafter acquired, the “Securities”), of Diamond Resorts International, Inc., a Delaware corporation (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be set
CALL OPTION AGREEMENTCall Option Agreement • August 5th, 2013 • Guggenheim Capital LLC • Hotels & motels • Nevada
THIS CALL OPTION AGREEMENT (this “Agreement”) is effective as of July 21, 2011 (the “Effective Date”), by and among (i) DRP Holdco, LLC, a Delaware limited liability company (“Unitholder”), (ii) 1818 Partners, LLC, a Nevada limited liability company (the “Optionholder”), (iii) solely for the purposes of Sections 4(b) and 8, the equityholders of Optionholder listed on the signature page hereto (the “Equityholders”), and (iv) solely for the purposes set forth in Sections 7, 8 and 9, Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”).
