FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF DIAMOND RESORTS PARENT, LLC A NEVADA LIMITED LIABILITY COMPANYOperating Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
THIS FOURTH AMENDED AND RESTATED OPERATING AGREEMENT is made as of the 21st day of July, 2011, by and between (i) DRP Holdco, LLC, a Delaware limited liability company (“Guggenheim”), (ii) Cloobeck Diamond Parent, LLC, a Nevada limited liability company (“CDP”), (iii) 1818 Partners, LLC, a Nevada limited liability company (“1818 Partners”), Silver Rock Financial LLC, IN — FP1 LLC, BDIF LLC and CM — NP LLC (each, a “Silver Rock Entity” and collectively, the “Silver Rock Entities”), and (iv) The Hartford Growth Opportunities Fund, Hartford Growth Opportunities HLS Fund, Quissett Investors (Bermuda) L.P., Quissett Partners, L.P., The Hartford Capital Appreciation Fund, Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P. (each a “Wellington Purchaser” and collectively, the “Wellington Purchasers”).
SECURITIES PURCHASE AGREEMENT by and among DIAMOND RESORTS PARENT, LLC and THE PERSONS SET FORTH ON SCHEDULE 1 HERETO Dated as of July 21, 2011Securities Purchase Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 21, 2011, is entered into by and among the Persons set forth on Schedule 1 hereto (each, a “Purchaser” and collectively, the “Purchasers”), and Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article VIII below.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Delaware
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is dated as of July 21, 2011 by and among (i) Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”), (ii) Cloobeck Diamond Parent, LLC, a Nevada limited liability company, and 1818 Partners, LLC, a Nevada limited liability company (collectively, “CDP”), (iii) DRP Holdco, LLC, a Delaware limited liability company (“Guggenheim”), (iv) Silver Rock (as defined below) and (v) The Hartford Growth Opportunities Fund, Hartford Growth Opportunities HLS Fund, Quissett Investors (Bermuda) L.P., Quissett Partners, L.P., The Hartford Capital Appreciation Fund, Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P. (each, a “Wellington Purchaser” and collectively, the “Wellington Purchaser”).
REDEMPTION AGREEMENTRedemption Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
This REDEMPTION AGREEMENT (this “Agreement”), dated as of July 21, 2011, is entered into by and between Cloobeck Diamond Parent, LLC, a Nevada limited liability company (“CDP”), and Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article VI below.
REDEMPTION AGREEMENT by and among DIAMOND RESORTS PARENT, LLC, SILVER ROCK FINANCIAL LLC, IN — FP1 LLC, BDIF LLC, CM — NP LLC, and DRP HOLDCO, LLC Dated as of July 21, 2011Redemption Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
This REDEMPTION AGREEMENT (this “Agreement”), dated as of July 21, 2011, is entered into by and among DRP Holdco, LLC, a Delaware limited liability company (“Guggenheim”), Silver Rock Financial LLC, a Delaware limited liability company, IN — FP1 LLC, a Delaware limited liability company, BDIF LLC, a Delaware limited liability company, and CM — NP LLC, a Delaware limited liability company (collectively, the “Silver Rock Entities”), and Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article IX below.
FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
This FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT is dated as of July 21, 2011 by and among Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”), Cloobeck Diamond Parent, LLC, a Nevada limited liability company, (“CDP”), 1818 Partners, LLC, a Nevada limited liability company (“1818 Partners”), DRP Holdco, LLC, a Delaware limited liability company (“Guggenheim”), the Silver Rock Entities (as defined below) and The Hartford Growth Opportunities Fund, Hartford Growth Opportunities HLS Fund, Quissett Investors (Bermuda) L.P., Quissett Partners, L.P., The Hartford Capital Appreciation Fund, Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P. (each, a “Wellington Purchaser” and collectively, the “Wellington Purchasers”).
