SPECIAL TRANSACTION INCENTIVE PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT HILTON GRAND VACATIONS INC. TRANSACTION INCENTIVE AWARD NOTICERestricted Stock Unit Agreement • August 3rd, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Florida
In connection with the closing of the Company’s acquisition of Diamond Resorts International, Inc. (the “Merger”), the Participant has been granted a transaction incentive award in the form of Performance- and Service-Based Restricted Stock Units (or “RSUs”) with the terms set forth in this Award Notice and subject to the terms and conditions of the Plan and the Special Transaction Incentive Performance- and Service-Based Restricted Stock Unit Agreement, including its appendices, to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Special Transaction Incentive Performance- and Service-Based Restricted Stock Unit Agreement and the Plan.
JOINDER AGREEMENTJoinder Agreement • August 3rd, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Stockholders Agreement, dated as of August 2, 2021 (the “Stockholders Agreement”), by and between the Company, the Apollo Parties and Hilton. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Stockholders Agreement.
STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 2, 2021Stockholders Agreement • August 3rd, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Stockholders Agreement, dated as of August 2, 2021, is entered into by and among Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), AP VIII Dakota Holdings, L.P., a Delaware limited partnership, and AP Dakota Co-Invest, L.P., a Delaware limited partnership (collectively, “Apollo”), and for the purposes of Sections 7.2 and 7.3 hereof, Hilton Worldwide Holdings Inc. (“Hilton”).
CREDIT AGREEMENT Dated as of August 2, 2021 AmongCredit Agreement • August 3rd, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This CREDIT AGREEMENT is entered into as of August 2, 2021 (as the same may be further amended, modified, refinanced and/or restated from time to time, this “Agreement”), among HILTON GRAND VACATIONS PARENT LLC, a Delaware limited liability company (“Parent”), HILTON GRAND VACATIONS BORROWER LLC, a Delaware limited liability company (the “Company”), the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
