0001193125-16-766218 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • November 14th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware

This Indemnification Agreement is effective as of (this “Agreement”) and is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (“Indemnitee”).

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STOCKHOLDERS AGREEMENT DATED AS OF AMONG HILTON GRAND VACATIONS INC. AND THE OTHER PARTIES HERETO
Stockholders Agreement • November 14th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware

This Stockholders Agreement is entered into as of by and among Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).

REGISTRATION RIGHTS AGREEMENT by and between HILTON GRAND VACATIONS INC. and THE OTHER PARTIES HERETO Dated as of October 24, 2016
Registration Rights Agreement • November 14th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of October 24, 2016 and is by and between Hilton Grand Vacations Inc. (the “Company”) and Blackstone (as defined below).

HILTON GRAND VACATIONS INC. STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 24, 2016
Stockholders Agreement • November 14th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware

This Stockholders Agreement, dated as of October 24, 2016, by and among Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), HNA Tourism Group Co., Ltd., a PRC company (“HNA”), and, solely for purposes of Section 4.3, HNA Group Co., Ltd., a PRC company (“HNA Group”).

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