LIMITED GUARANTEELimited Guarantee • July 14th, 2016 • Dakota Merger Sub, Inc. • Hotels & motels • Delaware
This LIMITED GUARANTEE, dated as of June 29, 2016 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guarantee”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Diamond Resorts International, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof, by and among the Guaranteed Party, Dakota Parent, Inc., a Delaware corporation (“Parent”), and Dakota Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”) (as may be amended, restated, supplemented or otherwise modified, the “Merger Agreement”). Except as otherwise specified herein, capitalized terms used herein but not otherwise defined have the meanings given to them in the Merger Agreement.
APOLLO INVESTMENT FUND VIII, L.P. APOLLO OVERSEAS PARTNERS (DELAWARE 892) VIII, L.P. APOLLO OVERSEAS PARTNERS (DELAWARE) VIII, L.P. APOLLO OVERSEAS PARTNERS VIII, L.P. 43rd Floor New York, New York 10019Merger Agreement • July 14th, 2016 • Dakota Merger Sub, Inc. • Hotels & motels
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 14th, 2016 • Dakota Merger Sub, Inc. • Hotels & motels • Delaware
THIS CONFIDENTIALITY AGREEMENT (this “Agreement”), effective as of March 21, 2016 (the “Effective Date”), is entered into by and between Diamond Resorts International, Inc., a Delaware corporation having its principal place of business at 10600 West Charleston Boulevard, Las Vegas, Nevada 89135 (“Diamond”), and Apollo Management VIII, L.P., a Delaware limited partnership having its principal place of business at 9 West 57th Street, New York, New York 10019 (the “Recipient” and together with Diamond, the “Parties”, and each, a “Party”).
