AGREEMENT AND PLAN OF MERGER among DIAMOND RESORTS, LLC, DRS ACQUISITION CORP. and SUNTERRA CORPORATION AGREEMENT AND PLAN OF MERGERMerger Agreement • March 16th, 2007 • Diamond Resorts, LLC • Real estate dealers (for their own account) • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of March 9, 2007 (the “Agreement”), among Sunterra Corporation, a Maryland corporation (the “Company”), Diamond Resorts, LLC, a Nevada limited liability company (“Parent”), DRS Acquisition Corp., a Maryland corporation and an affiliate controlled by Parent (“Purchaser”) and Stephen J. Cloobeck (“Cloobeck”) (solely for purposes of Section 8.03(d) hereof).
January 30, 2007Exclusivity Letter • March 16th, 2007 • Diamond Resorts, LLC • Real estate dealers (for their own account) • New York
Reference is made to the letter agreement by and between Sunterra Corporation (“Sunterra”) and Diamond Resorts, LLC (“Diamond”), dated December 13, 2006 (the “Exclusivity Letter”). This letter agreement, when countersigned by you in the space indicated below, sets forth the agreement of Sunterra with Diamond as follows:
December 13, 2006Letter Agreement • March 16th, 2007 • Diamond Resorts, LLC • Real estate dealers (for their own account)
This letter agreement, when countersigned by you in the space indicated below, sets forth the agreement of Sunterra Corporation (“Sunterra”) with Diamond Resorts, LLC (‘Diamond”) as follows:
March 1, 2007Amendment No. 4 to Exclusivity Letter • March 16th, 2007 • Diamond Resorts, LLC • Real estate dealers (for their own account) • New York
Reference is made to the letter agreement by and between Sunterra Corporation (“Sunterra”) and Diamond Resorts, LLC (“Diamond”), dated December 13, 2006, as amended by the letter agreements dated January 30, 2007, February 15, 2007 and February 22, 2007, each by and between Sunterra and Diamond (as amended, the “Exclusivity Letter”). This letter agreement, when countersigned by you in the space indicated below, sets forth the agreement of Sunterra with Diamond as follows:
February 22, 2007Exclusivity Letter • March 16th, 2007 • Diamond Resorts, LLC • Real estate dealers (for their own account) • New York
Reference is made to the letter agreement by and between Sunterra Corporation (“Sunterra”) and Diamond Resorts, LLC (“Diamond”), dated December 13, 2006, as amended by the letter agreements dated January 30, 2007 and February 15, 2007, each by and between Sunterra and Diamond (as amended, the “Exclusivity Letter”). This letter agreement, when countersigned by you in the space indicated below, sets forth the agreement of Sunterra with Diamond as follows:
February 15, 2007Exclusivity Letter Amendment • March 16th, 2007 • Diamond Resorts, LLC • Real estate dealers (for their own account) • New York
Reference is made to the letter agreement by and between Sunterra Corporation (“Sunterra”) and Diamond Resorts, LLC (“Diamond”), dated December 13, 2006, as previously amended through the date hereof (the “Exclusivity Letter”). This letter agreement, when countersigned by you in the space indicated below, sets forth the agreement of Sunterra with Diamond as follows:
October 11, 2006Letter Agreement • March 16th, 2007 • Diamond Resorts, LLC • Real estate dealers (for their own account) • New York
This letter agreement, when countersigned by you in the space indicated below, sets forth the agreement of Sunterra Corporation (“Sunterra”) with Diamond Resorts, LLC (“Diamond”) and Colony Capital Acquisitions LLC (“Colony”) as follows:
