DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • August 8th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This DIRECTOR DESIGNATION AGREEMENT (this “Agreement”) is dated as of July 17, 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”).
REDEMPTION AGREEMENTRedemption Agreement • August 8th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This REDEMPTION AGREEMENT (this “Agreement”), dated as of July 17, 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 • August 8th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is dated as of July 17, 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”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 8th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of July 17, 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.
