0001566897-15-000004 Sample Contracts

MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN DIAMOND RESORTS CORPORATION AND THE HOLDERS OF THE OUTSTANDING MEMBERSHIP INTERESTS OF HOSPITALITY MANAGEMENT AND CONSULTING SERVICE, L.L.C. Dated as of January 6, 2015

Membership Interest Purchase Agreement • January 6th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • Nevada

• Contract Type
  Membership Interest Purchase Agreement
• Filed
  January 6th, 2015
• Company
  Diamond Resorts International, Inc.
• Industry
  Hotels & motels
• Jurisdiction
  Nevada

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made on January 6, 2015, by and between Diamond Resorts Corporation, a Maryland corporation (“Buyer”), and each of the Persons set forth on Schedule A attached hereto (individually, each a “Member,” and collectively, the “Members”), who constitute all of the members of Hospitality Management and Consulting Service, L.L.C., a Nevada limited liability company (the “Company”).

This Instrument Was Prepared By, and After Recording Return to: KATTEN MUCHIN ROSENMAN LLP

Assignment and Assumption Agreement • January 6th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • Nevada

• Contract Type
  Assignment and Assumption Agreement
• Filed
  January 6th, 2015
• Company
  Diamond Resorts International, Inc.
• Industry
  Hotels & motels
• Jurisdiction
  Nevada

MASTER AGREEMENT

Master Agreement • January 6th, 2015 • Diamond Resorts International, Inc. • Hotels & motels • Nevada

• Contract Type
  Master Agreement
• Filed
  January 6th, 2015
• Company
  Diamond Resorts International, Inc.
• Industry
  Hotels & motels
• Jurisdiction
  Nevada

THIS MASTER AGREEMENT (this “Agreement”), dated as of January 6, 2015 (the “Closing Date”), is by and among Diamond Resorts International, Inc., a Delaware corporation (“DRII”), Diamond Resorts Corporation, a Maryland corporation (“DRC”; together with DRII, the “DRII Parties”), Hospitality Management and Consulting Service, L.L.C., a Nevada limited liability company (“HMCS”), Stephen J. Cloobeck, individually (“SJC”), Cloobeck Companies, LLC, a Nevada limited liability company (“Cloobeck Companies”), JHJM Nevada I, LLC, a Nevada limited liability company formerly known as Diamond Resorts, LLC (“JHJM”; JHJM and Cloobeck Companies being referred to herein, collectively, as the “SJC Entities”; and SJC and the SJC Entities being referred to herein as the “SJC Parties”), and, solely for purposes of Sections 1(a)(ii), 1(b) and 10 hereof, Nevada Resort Properties Polo Towers Limited Partnership, a Nevada limited partnership (“Polo Towers”). Each of the DRII Parties, HMCS and the SJC Parties i