DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • July 9th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This DIRECTOR DESIGNATION AGREEMENT (this “Agreement”) is dated as of , 2013, by and among (i) Diamond Resorts International, Inc., a Delaware corporation (the “Company”), (ii) Cloobeck Diamond Parent, LLC, a Nevada limited liability company (“CDP”), and (iii) DRP Holdco, LLC, a Delaware limited liability company (“DRPH”).
FORM OF DIAMOND RESORTS INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 9th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This Restricted Stock Agreement (the “Agreement”) dated (the “Grant Date”) is by and between Diamond Resorts International, Inc., a Delaware corporation (the “Company”) and (the “Grantee”).
REDEMPTION AGREEMENTRedemption Agreement • July 9th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This REDEMPTION AGREEMENT (this “Agreement”), dated as of , 2013, is entered into by and between Cloobeck Diamond Parent, LLC, a Nevada limited liability company (“CDP”), and each of the individuals and entities listed on Schedule A and Schedule B, hereto, including Trivergance Diamond Holdings, LLC (“TDH”) (each, a “Unitholder,” and collectively, the “Unitholders”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article I below.
EXCHANGE AGREEMENTExchange Agreement • July 9th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is dated as of , 2013, by and among (i) Diamond Resorts International, Inc., a Delaware corporation (the “Company”), (ii) Diamond Resorts Parent, LLC, a Nevada limited liability company (“DRP”), (iii) the current (or future, as applicable) members of DRP listed on Schedule A hereto (collectively, the “Exchanging Members,” and each, an “Exchanging Member”), and (iv) the current members of DRP that will no longer hold any units of DRP as of the consummation of the LLC Exchange (as defined below) (collectively, the “Former Members,” and each, a “Former Member;” and together with the Exchanging Members, collectively, the “Members,” and each, a “Member”).
15,500,000 Shares Diamond Resorts International, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 9th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • New York
FORM OF DIAMOND RESORTS INTERNATIONAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 9th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This Stock Option Agreement (the “Agreement”) dated (the “Grant Date”) is by and between Diamond Resorts International, Inc., a Delaware corporation (the “Company”) and (the “Grantee”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 9th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of , 2013, by and among Diamond Resorts International, Inc., a Delaware corporation (the “Company”), and the individuals and entities who will be stockholders of the Company following the LLC Exchange and the IPO (each as defined below) who are party hereto (the “Company Stockholders”), as set forth on the signature pages to this Agreement.
