Amended And Restated Purchase Agreement Sample Contracts

AMENDED AND RESTATED PURCHASE AGREEMENT BY AND AMONG RED LION HOTELS FRANCHISING, INC., KNIGHTS FRANCHISE SYSTEMS, INC., WYNDHAM HOTEL GROUP, LLC, AND THE ASSET SELLERS PARTY HERETO Dated as of May 1, 2018 (May 7th, 2018)

This AMENDED AND RESTATED PURCHASE AGREEMENT (this Agreement), dated as of May 1, 2018, is made by and among Red Lion Hotels Franchising, Inc., a Washington corporation (Purchaser), Knights Franchise Systems, Inc., a Delaware corporation (the Company), Wyndham Hotel Group, LLC, a Delaware limited liability company and the sole stockholder of the Company (the Stockholder), and the Asset Sellers signatory hereto.

Owens & Minor – AMENDED AND RESTATED PURCHASE AGREEMENT Dated as of April 30, 2018 by and Among Halyard Health, Inc., the Sellers Party Hereto and Owens & Minor, Inc. (May 1st, 2018)

This AMENDED AND RESTATED PURCHASE AGREEMENT (this Agreement), dated as of April 30, 2018, is made by and among Halyard Health, Inc., a Delaware corporation (Parent), each of the Sellers (as defined herein) by its execution and delivery of a counterpart signature page hereto, and Owens & Minor, Inc., a Virginia corporation (Buyer).

AMENDED AND RESTATED PURCHASE AGREEMENT Dated as of April 30, 2018 by and Among Halyard Health, Inc., the Sellers Party Hereto and Owens & Minor, Inc. (May 1st, 2018)

This AMENDED AND RESTATED PURCHASE AGREEMENT (this "Agreement"), dated as of April 30, 2018, is made by and among Halyard Health, Inc., a Delaware corporation ("Parent"), each of the Sellers (as defined herein) by its execution and delivery of a counterpart signature page hereto, and Owens & Minor, Inc., a Virginia corporation ("Buyer").

Alere Inc – AMENDED AND RESTATED PURCHASE AGREEMENT by and Among ALERE INC., QUIDEL CARDIOVASCULAR, INC., for Purposes of Section 11.15, QUIDEL CORPORATION and for the Limited Purposes Herein Set Forth, ABBOTT LABORATORIES Dated as of September 15, 2017 (September 19th, 2017)

THIS AMENDED AND RESTATED PURCHASE AGREEMENT is dated as of September 15, 2017, by and among Alere Inc., a Delaware corporation ("Seller"), Quidel Cardiovascular Inc. (f/k/a QTB Acquisition Corp.), a Delaware corporation ("Purchaser"), for purposes of Section 11.15, Quidel Corporation, a Delaware corporation ("Purchaser Parent") and, for the limited purposes herein set forth, Abbott Laboratories, an Illinois corporation ("Abbott"). Seller and Purchaser are referred to herein collectively as the "Parties" and individually as a "Party".

AMENDED AND RESTATED PURCHASE AGREEMENT by and Among ALERE INC., QUIDEL CARDIOVASCULAR, INC., for Purposes of Section 11.15, QUIDEL CORPORATION and for the Limited Purposes Herein Set Forth, ABBOTT LABORATORIES Dated as of September 15, 2017 (September 18th, 2017)

THIS AMENDED AND RESTATED PURCHASE AGREEMENT is dated as of September 15, 2017, by and among Alere Inc., a Delaware corporation ("Seller"), Quidel Cardiovascular Inc. (f/k/a QTB Acquisition Corp.), a Delaware corporation ("Purchaser"), for purposes of Section 11.15, Quidel Corporation, a Delaware corporation ("Purchaser Parent") and, for the limited purposes herein set forth, Abbott Laboratories, an Illinois corporation ("Abbott"). Seller and Purchaser are referred to herein collectively as the "Parties" and individually as a "Party".

Ranger Energy Services, Inc. – Amended and Restated Purchase Agreement (August 7th, 2017)

This Amended and Restated Purchase Agreement (the Agreement) is made as of April 28, 2017, by and among National Oilwell Varco, L.P., acting through its mobile rig group, a Delaware limited partnership, having an office at 10353 Richmond Avenue, Houston, Texas 77042 (NOV or Seller), Ranger Energy Services, LLC, a Delaware limited liability company, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (Ranger or Buyer), Ranger Energy Leasing, LLC, a Delaware limited liability company, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (Ranger Leasing), and, for the limited purposes of Section 10 hereof, Ranger Energy Services, Inc., a Delaware corporation, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (Parent). Party means either Ranger, Ranger Leasing, Parent or NOV, and Parties means Ranger, Ranger Leasing, Parent and NOV.

Ranger Energy Services, Inc. – Specific Terms in This Exhibit Have Been Redacted Because Confidential Treatment for Those Terms Has Been Requested. The Redacted Material Has Been Separately Filed With the Securities and Exchange Commission, and the Terms Have Been Marked at the Appropriate Place With Five Asterisks (*****). Second Amended and Restated Purchase Agreement (August 7th, 2017)

This Second Amended and Restated Purchase Agreement (the Agreement) is made as of July 3, 2017, by and among National Oilwell Varco, L.P., acting through its mobile rig group, a Delaware limited partnership, having an office at 10353 Richmond Avenue, Houston, Texas 77042 (NOV or Seller), Ranger Energy Services, LLC, a Delaware limited liability company, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (Ranger or Buyer), Ranger Energy Leasing, LLC, a Delaware limited liability company, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (Ranger Leasing), and, for the limited purposes of Section 10 hereof, Ranger Energy Services, Inc., a Delaware corporation, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (Parent). Party means either Ranger, Ranger Leasing, Parent or NOV, and Parties means Ranger, Ranger Leasing, Parent and NOV.

Ranger Energy Services, Inc. – Amended and Restated Purchase Agreement (May 22nd, 2017)

This Amended and Restated Purchase Agreement (the Agreement) is made as of April 28, 2017, by and among National Oilwell Varco, L.P., acting through its mobile rig group, a Delaware limited partnership, having an office at 10353 Richmond Avenue, Houston, Texas 77042 (NOV or Seller), Ranger Energy Services, LLC, a Delaware limited liability company, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (Ranger or Buyer), Ranger Energy Leasing, LLC, a Delaware limited liability company, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (Ranger Leasing), and, for the limited purposes of Section 10 hereof, Ranger Energy Services, Inc., a Delaware corporation, having an office at 800 Gessner, Suite 1000, Houston, Texas 77024 (Parent). Party means either Ranger, Ranger Leasing, Parent or NOV, and Parties means Ranger, Ranger Leasing, Parent and NOV.

Nobilis Health Corp. – AMENDED AND RESTATED PURCHASE AGREEMENT AMONG NORTHSTAR HEALTHCARE ACQUISITIONS L.L.C., as Buyer, and NOBILIS HEALTH CORP., and ARIZONA CENTER FOR MINIMALLY INVASIVE SURGERY, LLC, ARIZONA VEIN & VASCULAR CENTER, LLC and L. PHILIPP WALL, M.D., P.C. Each as a Seller, and L. PHILIPP WALL as Owner DATED OCTOBER 28, 2016 (November 3rd, 2016)

This Amended and Restated Purchase Agreement (this "Agreement") is dated October 28, 2016, among Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company ("Buyer"), Nobilis Health Corp., a British Columbia corporation ("NHC"), Arizona Center for Minimally Invasive Surgery, LLC, an Arizona limited liability company ("ACMIS"), L. Philipp Wall, M.D., P.C., an Arizona professional corporation ("PC"), Arizona Vein & Vascular Center, LLC, an Arizona limited liability company and wholly owned subsidiary of PC ("AVVC" and with ACMIS and PC, each a "Seller" and collectively "Sellers"), and L. Philipp Wall, a resident of the State of Arizona ("Owner"). Buyer, NHC, Sellers and Owner are referred to collectively as the "Parties" and each individually as a "Party."

Duo World Inc – Amended and Restated Purchase Agreement Between Duo World, Inc. And Mrs. Koshala Nishaharan (May 19th, 2016)

This Amended and Restated Purchase Agreement ("Agreement") is effective as of December 3, 2014, by and between Duo World, Inc. (the "Purchaser" / "the Company") a company incorporated in the State of Nevada, whose registered business address is 170 S. Green Valley Parkway, Suite 300, Henderson, Nevada 89012, United States of America, and Mrs. Koshala Nishaharan ("Vendor"), whose address is 27B Tremble Avenue, Ermington, NSW 2115.

Duo World Inc – Amended and Restated Purchase Agreement Between Duo World, Inc. And Muhunthan Canagasooryam (May 19th, 2016)

This Amended and Restated Purchase Agreement ("Agreement") is effective as of December 3, 2014, by and between Duo World, Inc. (the "Purchaser" / "the Company") a company incorporated in the State of Nevada, whose registered business address is 170 S. Green Valley Parkway, Suite 300, Henderson, Nevada 89012, United States of America, and Mr. Muhunthan Canagasooryam ("Vendor"), whose address is No. 12 Palm Grove, Colombo 03, Sri Lanka.

Amended and Restated Purchase Agreement (December 9th, 2015)

This AMENDED AND RESTATED PURCHASE AGREEMENT, dated as of December 9, 2015 (this Agreement), by and between TERRAFORM POWER, LLC, a Delaware limited liability company (Purchaser), and SUNEDISON, INC., a Delaware corporation (Seller).

Vivint Solar, Inc. – Amended and Restated Purchase Agreement (December 9th, 2015)

This AMENDED AND RESTATED PURCHASE AGREEMENT, dated as of December 9, 2015 (this Agreement), by and between TERRAFORM POWER, LLC, a Delaware limited liability company (Purchaser), and SUNEDISON, INC., a Delaware corporation (Seller).

Amended and Restated Purchase Agreement (December 9th, 2015)

This AMENDED AND RESTATED PURCHASE AGREEMENT, dated as of December 9, 2015 (this Agreement), by and between TERRAFORM POWER, LLC, a Delaware limited liability company (Purchaser), and SUNEDISON, INC., a Delaware corporation (Seller).

Agreement and Plan of Merger Among Dover Saddlery Holdings, Inc., Dover Saddlery Merger Sub, Inc., and Dover Saddlery, Inc. Dated as of April 13, 2015 Agreement and Plan of Merger (April 14th, 2015)
BreitBurn Energy Partners, L.P. – Amended and Restated Purchase Agreement (April 14th, 2015)

This Amended and Restated Purchase Agreement, dated as of the date set forth above, amends, restates and supersedes in its entirety that certain Purchase Agreement, dated as of March 27, 2015, by and among the Breitburn Entities and the purchasers set forth in Schedule I thereto.

A350 XWB AMENDED AND RESTATED PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. As Seller AND TAM - LINHAS AEREAS S.A. As Buyer (April 1st, 2015)

This A350 XWB Purchase Agreement (the Agreement) is made as of the 21st day of January, 2008, and amends and restates the A350 Purchase Agreement signed on December 20th, 2005 (Ref. CCC.337.0042/05)

Fifth Amended and Restated Purchase Agreement (February 9th, 2015)

This FIFTH AMENDED AND RESTATED PURCHASE AGREEMENT (this "Agreement"), dated as of January 30, 2015, is by and among DIAMOND RESORTS FINANCE HOLDING COMPANY, a Delaware corporation (the "Seller"), and DIAMOND RESORTS DEPOSITOR 2008 LLC, a Delaware limited liability company (the "Depositor"), and their respective permitted successors and assigns, and hereby amends and restates in its entirety that certain fourth amended and restated purchase agreement, dated as of April 1, 2013 (the "4th A/R Purchase Agreement") , among the parties hereto, which amended and restated in its entirety that certain third amended and restated purchase agreement, dated as of October 1, 2011 (the "3rd A/R Purchase Agreement"), among the parties thereto, which amended and restated in its entirety that certain second amended and restated purchase agreement, dated as of August 31, 2010 (the "2nd A/R Purchase Agreement"), among the parties hereto, which amended and restated in its entirety that certain purchase ag

Carter Validus Mission Critical REIT II, Inc. – Amended and Restated Purchase Agreement (January 7th, 2015)

THIS AMENDED AND RESTATED PURCHASE AGREEMENT (this Contract) is made and entered into as of the Effective Date (as hereinafter defined) by and between FORT WORTH HOSPITAL REAL ESTATE, LP a Texas limited partnership (Seller), whose principal place of business is located at , and CARTER VALIDUS PROPERTIES II, LLC, a Delaware limited liability company and/or its assignee or nominee (Purchaser), whose principal place of business is located at 4890 West Kennedy Boulevard, Suite 650, Tampa, Florida 33609. The Effective Date shall be November 14, 2014. This Amended and Restated Purchase Agreement amends and restates all prior purchase agreements between the Purchaser and Seller.

Republic Airways Holdings – AMENDMENT No. 7 TO AMENDED AND RESTATED PURCHASE AGREEMENT COM0190-10 (October 29th, 2014)

This Amendment No. 7 to Amended and Restated Purchase Agreement COM0190-10, dated as of September 16, 2014 ("Amendment No. 7") relates to the Amended and Restated Purchase Agreement COM0190-10 (the "Purchase Agreement") between Embraer S.A. ("Embraer") and Republic Airline Inc. ("Buyer") dated January 23, 2013 (collectively referred to herein as "Agreement"). This Amendment No. 7 is between Embraer and Buyer, collectively referred to herein as the "Parties".

Amended and Restated Purchase Agreement (August 1st, 2014)
B&G Foods Holdings Corp. – Purchase Agreement (April 28th, 2014)

This AMENDED AND RESTATED PURCHASE AGREEMENT (this Agreement) is made as of April 23, 2014 by and among (i) American Capital Equity I, LLC, a Delaware limited liability company (ACE I), (ii) American Capital Equity II, LP, a Delaware limited partnership (ACE II), (iii) American Capital, Ltd., (together with ACE I and ACE II, ACAS), (iv) Walter McKenna, (v) Donna Halk and (vi) Dominique Bastien ((i)-(vi) collectively, the Sellers), (vii) BCCK Holdings, Inc. a Delaware corporation (the Company), (viii) American Capital Ltd., as Sellers Representative (Seller Representative), and (ix) B&G Foods North America, Inc., a Delaware corporation (Buyer), and amends and restates that certain Purchase Agreement, dated as of April 3, 2014, by and among the Sellers, the Company, Seller Representative and Buyer (the Prior Agreement) in its entirety.

Diamond Resorts Corp – Fourth Amended and Restated Purchase Agreement (April 17th, 2013)

This FOURTH AMENDED AND RESTATED PURCHASE AGREEMENT (this "Agreement"), dated as of April 1, 2013, is by and among DIAMOND RESORTS FINANCE HOLDING COMPANY, a Delaware corporation (the "Seller"), and DIAMOND RESORTS DEPOSITOR 2008 LLC, a Delaware limited liability company (the "Depositor"), and their respective permitted successors and assigns, and hereby amends and restates in its entirety that certain third amended and restated purchase agreement, dated as of October 1, 2011 (the "3rd A/R Purchase Agreement"), among the parties thereto, which amended and restated in its entirety that certain second amended and restated purchase agreement, dated as of August 31, 2010 (the "2nd A/R Purchase Agreement"), among the parties hereto, which amended and restated in its entirety that certain purchase agreement, dated as of July 16, 2010 (the "A/R Purchase Agreement"), among the parties thereto, which amended and restated in its entirety that certain purchase agreement, dated as of November 3, 2

NextWave Wireless – AMENDED AND RESTATED PURCHASE AGREEMENT Among NextWave Wireless LLC, NextWave Wireless Inc., Each Guarantor Named Herein, the Purchasers Named Herein and Wilmington Trust, National Association, as Collateral Agent Relating To: Senior Secured Notes Due 2012 of NextWave Wireless LLC Dated as of August 16, 2012 (August 23rd, 2012)

AMENDED AND RESTATED PURCHASE AGREEMENT, dated as of August 16, 2012, among NextWave Wireless LLC, a limited liability company organized under the laws of the state of Delaware (the Issuer or the Company), NextWave Wireless Inc., a Delaware corporation (Parent), and each other Guarantor from time to time party hereto (each, a Guarantor and collectively, the Guarantors), the Purchasers set forth in Schedule 1.2B (each, a Purchaser and collectively, the Purchasers), and Wilmington Trust, National Association (Wilmington Trust), as Collateral Agent.

Newcastle Investment Corporation – Amendment No. 1 to Amended and Restated Purchase Agreement (July 23rd, 2012)

This AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this Amendment), dated as of March 30, 2012, is made and entered into by and among each of the entities set forth under the heading Purchasers on the signature pages hereto (the Purchasers), each of the entities set forth under the heading Sellers on the signature pages hereto (the Sellers), BDC/West Covina II, LLC (the Regency Grand Seller) and Walter C. Bowen (Bowen). The Purchasers, the Sellers, the Regency Grand Seller and Bowen are sometimes referred to herein individually as a Party and collectively as the Parties.

Newcastle Investment Corporation – Amendment No. 4 to Amended and Restated Purchase Agreement (July 23rd, 2012)

This AMENDMENT NO. 4 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this Amendment), dated as of June 14, 2012, amends that certain Amended and Restated Purchase Agreement, dated as of February 27, 2012, by and among the Purchasers and the Sellers named therein and Walter C. Bowen (Bowen) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI of the Agreement only) (as previously amended by Amendment No. 1, dated as of March 30, 2012, Amendment No. 2, dated as of April 11, 2012, and Amendment No. 3 dated as of April 27, 2012, and as amended hereby, the Agreement). The Purchasers, the Sellers and Bowen are sometimes referred to herein individually as a Party and collectively as the Parties.

Newcastle Investment Corporation – BPM SENIOR LIVING PORTFOLIO SALE AMENDED AND RESTATED PURCHASE AGREEMENT BY AND AMONG EACH OF THE ENTITIES SET FORTH UNDER THE HEADING PURCHASERS ON THE SIGNATURE PAGES HERETO, EACH OF THE ENTITIES SET FORTH UNDER THE HEADING SELLERS ON THE SIGNATURE PAGES HERETO, EACH OF THE ENTITIES SET FORTH UNDER THE HEADING FORMER SELLERS ON THE SIGNATURE PAGES HERETO (FOR PURPOSES OF ARTICLE XI ONLY) AND WALTER C. BOWEN (FOR PURPOSES OF SECTIONS 4.12, 4.17 AND 6.10 AND ARTICLE XI ONLY) February 27, 2012 (July 23rd, 2012)

THIS AMENDED AND RESTATED PURCHASE AGREEMENT (this Agreement), dated as of this 27th day of February, 2012 (the Effective Date), is made and entered into by and among each of the entities set forth under the heading Purchasers on the signature pages hereto (individually, a Purchaser and, together, the Purchasers), each of the entities set forth under the heading Sellers on the signature pages hereto (individually a Seller and, together, the Sellers), each of the entities set forth in Exhibit 1.0 (individually a Former Seller and, together, the Former Sellers) (for purposes of Article XI only) and Walter C. Bowen (Bowen) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI only). Each collective group of the Sellers and of the Purchasers is sometimes referred to herein individually as a Party and collectively as the Parties.

Newcastle Investment Corporation – Amendment No. 5 to Amended and Restated Purchase Agreement (July 23rd, 2012)

This AMENDMENT NO. 5 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this Amendment), dated as of July 16, 2012, amends that certain Amended and Restated Purchase Agreement, dated as of February 27, 2012, by and among the Purchasers and the Sellers named therein and Walter C. Bowen (Bowen) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI of the Agreement only) (as previously amended by Amendment No. 1, dated as of March 30, 2012, Amendment No. 2, dated as of April 11, 2012, Amendment No. 3 dated as of April 27, 2012, Amendment No. 4 dated as of June 14, 2012, and as amended hereby, the Agreement). The Purchasers, the Sellers and Bowen are sometimes referred to herein individually as a Party and collectively as the Parties.

Newcastle Investment Corporation – Amendment No. 3 to Amended and Restated Purchase Agreement (July 23rd, 2012)

This AMENDMENT NO. 3 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this Amendment), dated as of April 27, 2012, amends that certain Amended and Restated Purchase Agreement, dated as of February 27, 2012, by and among the Purchasers and the Sellers named therein and Walter C. Bowen (Bowen) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI of the Agreement only) (as previously amended by Amendment No. 1, dated as of March 30, 2012, and Amendment No. 2, dated as of April 11, 2012, the Agreement). The Purchasers, the Sellers and Bowen are sometimes referred to herein individually as a Party and collectively as the Parties.

Newcastle Investment Corporation – Amendment No. 2 to Amended and Restated Purchase Agreement (July 23rd, 2012)

This AMENDMENT NO. 2 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this Amendment), dated as of April 11, 2012, amends that certain Amended and Restated Purchase Agreement, dated as of February 27, 2012, by and among the Purchasers and the Sellers named therein and Walter C. Bowen (Bowen) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI of the Agreement only) (as previously amended by Amendment No. 1 to Amended and Restated Purchase Agreement, dated as of March 30, 2012, the Agreement). The Purchasers, the Sellers and Bowen are sometimes referred to herein individually as a Party and collectively as the Parties.

National Bank Holdings Corp. – AMENDED AND RESTATED PURCHASE AGREEMENT by and Between DICKINSON FINANCIAL CORPORATION, BANK MIDWEST, N.A. And NBH HOLDINGS CORP. (On Behalf of Itself and Its To-Be-Formed National Banking Association Subsidiary) Dated as of August 31, 2010 (November 14th, 2011)

Amended and Restated Purchase Agreement (Agreement), dated as of August 31, 2010, by and between Dickinson Financial Corporation, a Missouri corporation (Seller), Bank Midwest, N.A., a national banking association (Bank), and NBH Holdings Corp., a Delaware corporation (Purchaser) on behalf of itself and its to-be-formed national banking association subsidiary (Purchaser Bank). Certain capitalized terms have the meanings given to such terms in Article I.

Diamond Resorts Corp – Third Amended and Restated Purchase Agreement (October 20th, 2011)

This THIRD AMENDED AND RESTATED PURCHASE AGREEMENT (this Agreement), dated as of October 1, 2011, is by and among DIAMOND RESORTS FINANCE HOLDING COMPANY, a Delaware corporation (the Seller), and DIAMOND RESORTS DEPOSITOR 2008 LLC, a Delaware limited liability company (the Depositor), and their respective permitted successors and assigns, and hereby amends and restates in its entirety that certain second amended and restated purchase agreement, dated as of August 31, 2010 (the 2nd A/R Purchase Agreement), among the parties hereto, which amended and restated in its entirety that certain purchase agreement, dated as of July 16, 2010 (the A/R Purchase Agreement), among the parties thereto, which amended and restated in its entirety that certain purchase agreement, dated as of November 3, 2008 (the Original Purchase Agreement and together with the A/R Purchase Agreement and the 2nd A/R Purchase Agreement, the Original Purchase Agreements), among the parties thereto.

China Yct Intl Group – Amended and Restated Purchase Agreement (August 26th, 2011)

This Agreement is made as of this 15 day of August, 2011, by and between China YCT International Group, Inc. a Delaware corporation with its principal place of business at Gucheng Road, Sishui County, Shandong Province, China 273200 ("CYIG" or "Buyer"), LY Research Corp., a New Jersey corporation, with its registered office at 22 Sunrise Bay Boulevard, Tuckerton, New Jersey ("LY Research") and LY. (HK) Biotech Limited, a Hong Kong corporation ("LYHK", LY Research and LY (HK) Biotech Limited are collectively know as the "Seller").

AKGI-St. Maarten N.V. – Second Amended and Restated Purchase Agreement (May 2nd, 2011)

This SECOND AMENDED AND RESTATED PURCHASE AGREEMENT (this Agreement), dated as of August 31, 2010, is by and among DIAMOND RESORTS FINANCE HOLDING COMPANY, a Delaware corporation (the Seller), and DIAMOND RESORTS DEPOSITOR 2008 LLC, a Delaware limited liability company (the Depositor), and their respective permitted successors and assigns, and hereby amends and restates in its entirety that certain amended and restated purchase agreement, dated as of July 16, 2010 (the A/R Purchase Agreement), among the parties thereto, which amended and restated in its entirety that certain purchase agreement, dated as of November 3, 2008 (the Original Purchase Agreement), among the parties thereto.

AMENDED AND RESTATED PURCHASE AGREEMENT Dated as of January 14, 2011 Among American International Group, Inc. United States Department of the Treasury and Federal Reserve Bank of New York, Solely for the Purpose of Section 2.06, Section 2.07, Section 2.08 and Article 4 (January 14th, 2011)

WHEREAS, American International Group, Inc. (the Company) and the United States Department of the Treasury (the Investor) intend to exchange (the Securities Exchange) 300,000 shares of the Companys Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock (the Series F Preferred Stock) held by the Investor for (i) the preferred units of AIA Aurora LLC (the AIA SPV) and ALICO Holdings LLC (the ALICO SPV, and together with the AIA SPV, the SPVs) purchased by the Company immediately prior to the closing of the Securities Exchange (the Purchased AIA/ALICO Preferred Units), (ii) 167,623,733 shares (the Series F Exchanged Shares) of the Companys common stock, par value $2.50 per share (Common Stock), and (iii) 20,000 shares of the Companys Series G Cumulative Mandatory Convertible Preferred Stock, par value $5.00 per share (the Series G Preferred Stock, and together with the Purchased AIA/ALICO Preferred Units and the Series F Exchanged Shares, the Exchanged Securities);