Diamond Resorts International, Inc. Sample Contracts

6,700,000 Shares Diamond Resorts International, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 10th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2016 • Diamond Resorts International, Inc. • Hotels & motels

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) dated this 20th day of May, 2015 (“Effective Date”) is entered into by and between Brian Garavuso, an individual (“Executive”), and Diamond Resorts Centralized Services Company, a Delaware corporation (“Company”), sometimes referred to individually as “Party” and collectively as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2016 • Diamond Resorts International, Inc. • Hotels & motels • Nevada

This Amended & Restated Employment Agreement (the “Agreement”) is entered into as of June 1, 2016 (the “Start Date”) by and between Diamond Resorts Centralized Services Company, a Delaware corporation (the “Company”) and Brian Garavuso (the “Executive”), with reference to the following facts:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 14th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [ ], 2013, by and between Diamond Resorts International, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

as Indenture Trustee, Custodian and Back-Up Servicer and
Indenture • February 29th, 2016 • Diamond Resorts International, Inc. • Hotels & motels • New York

This SEVENTH AMENDED AND RESTATED INDENTURE (this “Indenture”), dated as of January 20, 2016, is among Diamond Resorts Issuer 2008 LLC, a Delaware limited liability company, as issuer (the “Issuer”), Diamond Resorts Financial Services, Inc. (“DFS”), a Nevada corporation, as servicer (the “Servicer”), Wells Fargo Bank, National Association, a national banking association, as trustee (the “Indenture Trustee”), as custodian (the “Custodian”) and as back-up servicer (the “Back-Up Servicer”) and Credit Suisse AG, New York Branch, as Administrative Agent of the Purchasers pursuant to the Note Funding Agreement (the “Administrative Agent”) and hereby amends and restates in its entirety that certain sixth amended and restated indenture, dated as of January 30, 2015, as amended by the Omnibus Amendments (the “Sixth A/R Indenture”), among the parties thereto, which amended and restated in its entirety that certain fifth amended and restated indenture, dated as of April 1, 2013 (the “Fifth A/R In

DIRECTOR DESIGNATION AGREEMENT
Director 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”).

SALE AGREEMENT
Sale Agreement • November 21st, 2014 • Diamond Resorts International, Inc. • Hotels & motels • New York

Name of Resort Location of Sales1,2,3 Owner of Real Property Rights Ridge Pointe No on-site sales; DRUSC location First American Trust, FSB, as Trustee Riviera Beach Resort and Spa Orange County, CA DRUSC location First American Trust, FSB, as Trustee Riviera Oaks Resort and Racquet Club San Diego County, CA DRUSC location First American Trust, FSB, as Trustee Riviera Shores Resort No on-site sales DRUSC location First American Trust, FSB, as Trustee The Roundhouse Resort No on-site sales; PVC location Premiere Vacation Collection Owners Association, Inc. Royal Palm Beach No on-site sales; DRUSC location First National Trustee Company (UK) Ltd., as Trustee through its subsidiary, Saint Maarten Title Limited San Luis Bay Inn San Luis Obispo County, CA; DRUSC and DRCC location First American Trust, FSB, as Trustee Scottsdale Camelback Resort No on-site sales; PVC location Premiere Vacation Collection Owners Association, Inc. Scottsdale Links Resort No on-site sales; DRUSC location

SALE AGREEMENT
Sale Agreement • November 19th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • New York

Name of Resort Location of Sales1,2,3 Owner of Real Property Rights Riviera Beach Resort and Spa Orange County, CA; DRUSC location First American Trust, FSB, as Trustee Riviera Oaks Resort and Racquet Club San Diego County, CA; DRUSC location First American Trust, FSB, as Trustee Riviera Shores Resort No on-site sales DRUSC location First American Trust, FSB, as Trustee PVC at The Round House Resort No on-site sales; DRUSC & PVC location Premiere Vacation Collection Owners Association, Inc. Royal Palm Beach Resort No on-site sales; DRUSC location First National Trustee Company (UK) Ltd., as Trustee through its subsidiary, Saint Maarten Title Limited San Luis Bay Inn San Luis Obispo County, CA; DRUSC, DRHC and DRCC locations First American Trust, FSB, as Trustee Scottsdale Camelback Resort No on-site sales; DRUSC & PVC location Premiere Vacation Collection Owners Association, Inc. Scottsdale Links Resort No on-site sales; DRUSC location First American Trust, FSB, as Trustee Scotts

FORM OF DIAMOND RESORTS INTERNATIONAL, INC. 2015 EQUITY INCENTIVE COMPENSATION PLAN [EMPLOYEE] [NON-EMPLOYEE DIRECTOR] RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 26th, 2015 • 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”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2016 • Diamond Resorts International, Inc. • Hotels & motels • Nevada

This Employment Agreement (the “Agreement”) is entered into as of April 7, 2014 (the “Start Date”) as a three year agreement by and between Diamond Resorts Centralized Services Company, a Delaware corporation (the “Company”) and Brian Garavuso (the “Executive”), with reference to the following facts:

COLLATERAL AND SERVICING AGREEMENT
Collateral and Servicing Agreement • May 17th, 2016 • Diamond Resorts International, Inc. • Hotels & motels • New York

The undersigned, an officer of Diamond Resorts Financial Services, Inc. (the “Servicer”), based on the information available on the date of this Certificate, does hereby certify as follows:

LIMITED WAIVER, CONSENT AND FIRST AMENDMENT TO COLLATERAL AND SERVICING AGREEMENT
Collateral and Servicing Agreement • August 4th, 2016 • Diamond Resorts International, Inc. • Hotels & motels

This Limited Waiver, Consent and First Amendment to Collateral and Servicing Agreement (this “First Amendment”) is entered into as of July 29, 2016, by and among Diamond Resorts/CO Borrower 2016, LLC, a Delaware limited liability company, as borrower (the “Borrower”), Diamond Resorts Financial Services, Inc., a Nevada corporation, as servicer (the “Servicer”), Diamond Resorts/CO Seller 2016, LLC, a Delaware limited liability company, as seller (the “Seller), Diamond Resorts Corporation, a Maryland corporation (“Diamond Resorts Corporation”), Diamond Resorts Holdings, LLC, a Nevada limited liability company (“Holdings”), Diamond Resorts International, Inc., a Delaware corporation (“Parent” and together with Diamond Resorts Corporation and Holdings, the “Performance Guarantors; the Performance Guarantors, together with Borrower, Servicer and Seller, the “Credit Parties”), Wells Fargo Bank, National Association, a national banking association, as collateral agent (the “Collateral Agent”),

OMNIBUS AMENDMENT NO. 2
Diamond Resorts International, Inc. • August 5th, 2015 • Hotels & motels • New York

THIS OMNIBUS AMENDMENT No. 2, dated July 1, 2015 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”), by and among the parties hereto: (1) the Sixth Amended and Restated Note Funding Agreement, dated as of January 30, 2015, by and among Diamond Resorts Issuer 2008 LLC, as issuer (the “Issuer”), Diamond Resorts Depositor 2008 LLC, as depositor (the “Depositor”), Diamond Resort Corporation (“DRC”), Diamond Resorts Holdings, LLC (“Holdings”) and Diamond Resorts International, Inc. (f/k/a Diamond Resorts Parent, LLC) (“Parent”), each in its capacity as performance guarantor (the “Performance Guarantors”), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the Transaction Documents) from time to time party thereto and Credit Suisse AG, New York Branch, as Administrative Agent (the “Administrative Agent”) (the “Note Funding Agreement”);

Contract
And First Incremental Assumption Agreement • December 8th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • New York

SECOND AMENDMENT AND FIRST INCREMENTAL ASSUMPTION AGREEMENT dated as of December 3, 2015 (this “Agreement”), to the CREDIT AGREEMENT, dated as of May 9, 2014 (as amended by that certain First Amendment, dated as of December 22, 2014, the “Existing Credit Agreement”; and after the effectiveness of the amendments thereto contemplated hereby, the “Credit Agreement”), among DIAMOND RESORTS CORPORATION, a Maryland corporation (the “Borrower”), DIAMOND RESORTS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent.

OMNIBUS AMENDMENT No. 2
Diamond Resorts International, Inc. • November 4th, 2014 • Hotels & motels • New York

THIS OMNIBUS AMENDMENT, dated September 26, 2014 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”), each as amended by that certain Omnibus Amendment, dated October 18, 2013, by and among the parties hereto: (1) the Fifth Amended and Restated Note Funding Agreement, dated as of April 1, 2013, by and among Diamond Resorts Issuer 2008 LLC, as issuer (the “Issuer”), Diamond Resorts Depositor 2008 LLC, as depositor (the “Depositor”), Diamond Resort Corporation (“DRC”), Diamond Resorts Holdings, LLC (“DRH”) and Diamond Resorts International, Inc. (f/k/a Diamond Resorts Parent, LLC) (“DRII”), each in its capacity as performance guarantor (the “Performance Guarantors”), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the Transaction Documents) from time to time party thereto and Credit Suisse AG, New York Branch, as Administrative Ag

FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • August 13th, 2014 • Diamond Resorts International, Inc. • Hotels & motels • Delaware

This FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is dated as of August 11, 2014, by and among Diamond Resorts International, Inc., a Delaware corporation (the “Company”), and the individuals and entities who are party to the Stockholders’ Agreement (as defined below) (the “Company Stockholders”).

REDEMPTION AGREEMENT
Redemption 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.

OMNIBUS AMENDMENT
Omnibus Amendment • October 24th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • New York

THIS OMNIBUS AMENDMENT, dated October 18, 2013 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”): (1) the Fifth Amended and Restated Note Funding Agreement, dated as of April 1, 2013, by and among Diamond Resorts Issuer 2008 LLC, as issuer (the “Issuer”), Diamond Resorts Depositor 2008 LLC, as depositor (the “Depositor”), Diamond Resort Corporation (“DRC”), Diamond Resorts Holdings, LLC (“DRH”) and Diamond Resorts International, Inc. (f/k/a Diamond Resorts Parent, LLC) (“DRII”), each in its capacity as performance guarantor (the “Performance Guarantors”), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the Transaction Documents) from time to time party thereto and Credit Suisse AG, New York Branch, as Administrative Agent (the “Administrative Agent”) (the “Note Funding Agreement”); (2) the Fifth Amended and Restated Indenture,

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN SALE AND SERVICING AGREEMENT
Custodial Agreement • October 5th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN SALE AND SERVICING AGREEMENT (this “First Amendment”), dated as of September 30, 2015 (the “Effective Date”), is entered into by and among DRI Quorum 2010 LLC, a Delaware limited liability company, as Seller (the “Seller”), Quorum Federal Credit Union, a federally chartered credit union, as Buyer (the “Buyer”), Diamond Resorts Financial Services, Inc., a Nevada corporation, as Servicer (the “Servicer”), and Wells Fargo Bank, National Association, a national banking association, as Back-Up Servicer (the “Back-Up Servicer”).

FOURTH EXTENSION AGREEMENT
Fourth Extension Agreement • August 11th, 2015 • Diamond Resorts International, Inc. • Hotels & motels

This Fourth Extension Agreement (“Extension Agreement”) is entered into on August 5, 2015 by and between Diamond Resorts Centralized Services Company (the "Company") and Praesumo Partners, LLC ("Independent Contractor").

EXCHANGE AGREEMENT
Exchange 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”).

SALE AGREEMENT
Sale Agreement • September 26th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • New York

be paid by any Diamond Resorts Entity and which are past due have been paid, except to the extent that such past due fees do not exceed $3,000,000 in the aggregate.

OMNIBUS AMENDMENT
Custodial Agreement • July 2nd, 2015 • Diamond Resorts International, Inc. • Hotels & motels • New York
ASSET PURCHASE AGREEMENT by and among
Asset Purchase Agreement • November 4th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • Delaware

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of August 14, 2015, by and among Ocean Beach Club, LLC, a Virginia limited liability company (“OBC”), Gold Key Resorts, LLC, a Virginia limited liability company (“Gold Key”), Professional Hospitality Resources, Inc., a Virginia corporation (“PHR”), Vacation Rentals, LLC, a Virginia limited liability company (“Vacation Rentals”), and Resort Promotions, Inc., a Virginia corporation (“RPI”) (“RPI” and, together with OBC, Gold Key, PHR and Vacation Rentals, the “Sellers”), Diamond Resorts Corporation, a Maryland corporation (the “Buyer”). OBC, Gold Key and Vacation Rentals are referred to herein as the “Business Sellers.”

15,500,000 Shares Diamond Resorts International, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 9th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • New York
FIFTH AMENDED AND RESTATED PURCHASE AGREEMENT
Fifth Amended and Restated Purchase Agreement • February 9th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • New York
FIFTH AMENDED AND RESTATED SALE AGREEMENT
Fifth Amended and Restated Sale Agreement • February 9th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • New York
AMENDED AND RESTATED LOAN SALE AND SERVICING AGREEMENT
Loan Sale and Servicing Agreement • August 9th, 2016 • Diamond Resorts International, Inc. • Hotels & motels

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN SALE AND SERVICING AGREEMENT (this “Second Amendment”), dated as of June 10, 2016 (the “Effective Date”), is entered into by and among DRI Quorum 2010 LLC, a Delaware limited liability company, as Seller (the “Seller”), Quorum Federal Credit Union, a federally chartered credit union, as Buyer (the “Buyer”), Diamond Resorts Financial Services, Inc., a Nevada corporation, as Servicer (the “Servicer”), and Wells Fargo Bank, National Association, a national banking association, as Back-Up Servicer (the “Back-Up Servicer”).

SECURITY AGREEMENT dated as of May 9, 2014, among
Security Agreement • May 15th, 2014 • Diamond Resorts International, Inc. • Hotels & motels • New York

SECURITY AGREEMENT dated as of May 9, 2014 (this “Agreement”), among DIAMOND RESORTS CORPORATION, a Maryland corporation (the “Borrower”), DIAMOND RESORTS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party hereto (the “Subsidiary Grantors”) and CREDIT SUISSE AG, as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”).

Contract
Credit Agreement • December 30th, 2014 • Diamond Resorts International, Inc. • Hotels & motels • New York

FIRST AMENDMENT, dated as of December 22, 2014 (this “Agreement”), to the Credit Agreement dated as of May 9, 2014 (the “Credit Agreement”), among DIAMOND RESORTS CORPORATION, a Maryland corporation (the “Borrower”), DIAMOND RESORTS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and each individually, a “Lender”) and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent.

OMNIBUS AMENDMENT
Omnibus Amendment • May 10th, 2016 • Diamond Resorts International, Inc. • Hotels & motels • New York

THIS OMNIBUS AMENDMENT, dated May 9, 2016 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”), by and among the parties hereto: (1) the Seventh Amended and Restated Note Funding Agreement, dated as of January 20, 2016, by and among Diamond Resorts Issuer 2008 LLC, as issuer (the “Issuer”), Diamond Resorts Depositor 2008 LLC, as depositor (the “Depositor”), Diamond Resort Corporation (“DRC”), Diamond Resorts Holdings, LLC (“Holdings”) and Diamond Resorts International, Inc. (f/k/a Diamond Resorts Parent, LLC) (“Parent”), each in its capacity as performance guarantor (the “Performance Guarantors”), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the Transaction Documents) from time to time party thereto and Credit Suisse AG, New York Branch, as Administrative Agent (the “Administrative Agent”) (the “Note Funding Agreement”); (2) t

REDEMPTION AGREEMENT
Redemption 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 AGREEMENT
Exchange 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”).

FORM OF DIAMOND RESORTS INTERNATIONAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-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”).

FORM OF DIAMOND RESORTS INTERNATIONAL, INC. 2015 EQUITY INCENTIVE COMPENSATION PLAN [EMPLOYEE] [NON-EMPLOYEE] DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 26th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • Delaware

This Restricted Stock Unit Agreement (the “Agreement”) dated ___________ (the “Grant Date”) is by and between Diamond Resorts International, Inc., a Delaware corporation (the “Company”) and ____________ (the “Grantee”).