exv10w6






Exhibit 10.6




SECOND AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT




          This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is dated as of July 21, 2011 by
and among (i) Diamond Resorts Parent, LLC, a Nevada limited liability company (the
“Company”), (ii) Cloobeck Diamond Parent, LLC, a Nevada limited liability company, and 1818
Partners, LLC, a Nevada limited liability company (collectively, “CDP”), (iii) DRP Holdco,
LLC, a Delaware limited liability company (“Guggenheim”), (iv) Silver Rock (as defined
below) and (v) The Hartford Growth Opportunities Fund, Hartford Growth Opportunities HLS Fund,
Quissett Investors (Bermuda) L.P., Quissett Partners, L.P., The Hartford Capital Appreciation Fund,
Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P. (each, a “Wellington
Purchaser” and collectively, the “Wellington Purchaser”).




          WHEREAS, the Company, Cloobeck Diamond Parent, LLC, Guggenheim, Silver Rock and Soros
Strategic Partners LP are parties to that certain Amended and Restated Registration Rights
Agreement, dated as of June 17, 2010, as amended by that certain Amendment to Amended and Restated
Registration Rights Agreement, dated as of February 18, 2011 (the “Original Agreement”);




          WHEREAS, Section 11(b) of the Original Agreement provides that the Original Agreement may be
amended upon the prior written consent of (i) the Company, (ii) the holders of a majority of the
number of CDP Registrable Securities, and (iii) the holders of a majority of the number of Investor
Registrable Securities (as such term is defined in the Original Agreement); and




          WHEREAS, the undersigned, being (i) the Company, (ii) the holders of a majority of the number
of CDP Registrable Securities, (iii) the holders of a majority of the number of Investor
Registrable Securities under the Original Agreement and (iv) the Wellington Purchasers, desire to
amend and restate the Original Agreement to, among other things, provide registration rights to the
Wellington Purchasers, on the terms and conditions set forth herein.




          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
to this Agreement hereby agree as follows:




          1. Definitions. As used herein, the following terms shall have the following
meanings.




          “CDP Registrable Securities” means (i) all Common Units acquired by, or issued or
issuable to CDP on or after April 26, 2007, and (ii) all equity securities issued or issuable
directly or indirectly with respect to any Common Units described in clause (i) above by way of a
unit or stock dividend or unit or stock split or in connection with a combination of units or
shares, recapitalization, merger, consolidation or other reorganization. As to any particular CDP
Registrable Securities, such securities shall cease to be CDP Registrable Securities when they have
been registered and sold under the Securities Act, sold to the public in compliance with






 









 







Rule 144 or sold in a private transaction in which the transferor’s rights under this
Agreement are not assigned.




          “Common Units” shall have the meaning ascribed to such term in the LLC Agreement, but
shall also include any Successor Stock, as defined in Article 13 of the LLC Agreement.




          “Demand Right Investor” means (i) Guggenheim; provided that Guggenheim holds at least
10% of the total Common Units (determined on a fully-diluted basis) or 50% of the aggregate Common
Units issued to Guggenheim as of the date hereof, (ii) the Wellington Purchasers; provided that the
Wellington Purchasers hold at least 10% of the total Common Units (determined on a fully-diluted
basis) or 50% of the aggregate Common Units issued to the Wellington Purchasers as of the date
hereof, or (iii) the holder(s) of a majority of the Investor Registrable Securities.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC promulgated thereunder.




          “Guggenheim Registrable Securities” means (i) all Common Units acquired by, or issued
or issuable to Guggenheim on or after June 17, 2010, and (ii) all equity securities issued or
issuable directly or indirectly with respect to any Common Units described in clause (i) above by
way of a unit or stock dividend or unit or stock split or in connection with a combination of units
or shares, recapitalization, merger, consolidation or other reorganization. As to any particular
Guggenheim Registrable Securities, such securities shall cease to be Guggenheim Registrable
Securities when they have been registered and sold under the Securities Act, sold to the public in
compliance with Rule 144 or sold in a private transaction in which the transferor’s rights under
this Agreement are not assigned.




          “Investors” means Guggenheim, Silver Rock and the Wellington Purchasers.
“Investor” means any of Guggenheim, Silver Rock or any Wellington Purchaser.




          “Investor Registrable Securities” means, collectively, the Guggenheim Registrable
Securities, the Silver Rock Registrable Securities and the Wellington Registrable Securities.




          “LLC Agreement” means the Fourth Amended and Restated Operating Agreement of the
Company, dated as of the date hereof, as amended and/or restated from time to time.




          “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization, a bank, a trust company, a land trust, a business trust, a governmental entity or any
department, agency or political subdivision thereof or any other entity or organization, whether or
not it is a legal entity.




          “Public Offering” means an underwritten public offering and sale of Common Units or
any other type of equity securities that, if held by CDP or an Investor, would constitute
Registrable Securities, pursuant to an effective registration statement under the Securities Act;




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provided that a Public Offering shall not include an offering made in connection with a
business acquisition or combination pursuant to a registration statement on Form S-4 or any similar
form, or an employee benefit plan pursuant to a registration statement on Form S-8 or any similar
form.




          “Registrable Securities” means, collectively, the CDP Registrable Securities and the
Investor Registrable Securities.




          “Registration Expenses” means all expenses (other than underwriting discounts and
commissions applicable to the sale of Registrable Securities) incident to the Company’s performance
of or compliance with this Agreement, including without limitation all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws, printing and distributing
expenses, messenger and delivery expenses, fees and expenses of custodians, internal expenses
(including all salaries and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense of any liability
insurance and the expenses and fees for listing or quoting the securities on each securities
exchange or quotation service on which similar securities issued by the Company are then listed or
quoted, and fees and disbursements of counsel for the Company and the underwriters and all
independent certified public accountants and other Persons retained by the Company.




          “Rule 144” means Rule 144 under the Securities Act (or any similar rule then in
force).




          “SEC” means the Securities and Exchange Commission.




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.




          “Silver Rock” means, collectively, Silver Rock Financial LLC, IN — FP1 LLC, BDIF LLC
and CM — NP LLC.




          “Silver Rock Registrable Securities” means (i) all Common Units acquired by, or issued
or issuable to Silver Rock on or after February 18, 2011, and (ii) all equity securities issued or
issuable directly or indirectly with respect to any Common Units described in clause (i) above by
way of a unit or stock dividend or unit or stock split or in connection with a combination of units
or shares, recapitalization, merger, consolidation or other reorganization. As to any particular
Silver Rock Registrable Securities, such securities shall cease to be Silver Rock Registrable
Securities when they have been registered and sold under the Securities Act, sold to the public in
compliance with Rule 144 or sold in a private transaction in which the transferor’s rights under
this Agreement are not assigned.




          “Wellington Registrable Securities” means (i) all Common Units acquired by, or issued
or issuable to the Wellington Purchasers on or after the date hereof, and (ii) all equity
securities issued or issuable directly or indirectly with respect to any Common Units described in
clause (i) above by way of a unit or stock dividend or unit or stock split or in connection with a
combination of units or shares, recapitalization, merger, consolidation or other reorganization.
As to any particular Wellington Registrable Securities, such securities shall cease to be






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Wellington Registrable Securities when they have been registered and sold under the Securities
Act, sold to the public in compliance with Rule 144 or sold in a private transaction in which the
transferor’s rights under this Agreement are not assigned.




          2. Demand Registrations.




          (a) Requests for Registration.





     (i) At any time after an initial Public Offering, any Demand Right Investor may request
registration under the Securities Act of all or any portion of their Registrable Securities
on Form S-1 or any similar long-form registration (a “Long-Form Registration”), or
on Form S-3 or any similar short-form registration (a “Short-Form Registration”) if
such a short form is available.




     (ii) All registrations requested pursuant to this Section 2(a) are referred to herein
as “Demand Registrations”. Each request for a Demand Registration (a “Demand
Request”) shall specify the approximate number of Registrable Securities requested to be
registered, the anticipated method or methods of distribution and the anticipated per share
price range for such offering. Within ten (10) days after receipt of any such Demand
Request, the Company will give written notice of such requested registration (which shall
specify the intended method of disposition of such Registrable Securities) to all other
holders of Registrable Securities (a “Company Notice”) and the Company will include
(subject to the provisions of this Agreement) in such registration, all Registrable
Securities with respect to which the Company has received written requests for inclusion
therein within thirty (30) days after the delivery of such Company Notice; provided that any
such other holder may withdraw its request for inclusion at any time prior to executing the
underwriting agreement or, if none, prior to the applicable registration statement becoming
effective.



          (b) Long-Form Registrations. The Demand Right Investors shall collectively be
entitled to initiate three (3) Long-Form Registrations; provided that any such Long-Form
Registration must include the registration of Registrable Securities which yield at least
$10,000,000 of net proceeds to the sellers of such Registrable Securities; provided further, that
(i) any such Long-Form Registration by any Demand Right Investor shall count toward the limit of
three (3) Long-Form Registrations, notwithstanding the nonparticipation of any other Demand Right
Investor in such Long-Form Registration, and (ii) if any registration is withdrawn at the request
of the Demand Right Investor initiating such Demand Registration after such registration was
initiated hereunder, such registration shall count as a Long-Form Registration notwithstanding such
withdrawal. The Company will pay all Registration Expenses in connection with any registration
initiated as a Long-Form Registration whether or not it has become effective.




          (c) Short-Form Registrations. The Demand Right Investors shall be entitled to
initiate unlimited Short-Form Registrations; provided that any such Short-Form Registration must
include the registration of Registrable Securities which yield at least $5,000,000 of net proceeds
to the sellers of such Registrable Securities. Demand Registrations by the Demand Right Investor
initiating such Demand Registration will be Short-Form Registrations whenever




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the Company is permitted to use any applicable short form. After the Company has become
subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best
efforts to make Short-Form Registrations on Form S-3 available for the sale of Investor Registrable
Securities. The Company will pay all Registration Expenses in connection with any registration
initiated as a Short-Form Registration by a Demand Right Investor whether or not it has become
effective.




          (d) Priority on Demand Registrations. If a Demand Registration is an underwritten
offering and the managing underwriters advise the Company that, in their opinion, inclusion of the
number of Investor Registrable Securities and, if permitted hereunder, other securities, requested
to be included in such offering exceeds the number of Registrable Securities and other securities,
if any, which can be sold in an orderly manner in such offering within a price range acceptable to
the Demand Right Investor initiating such Demand Registration pursuant to Section 2(a) and without
adversely affecting the marketability of the offering, then the Company will include in such Demand
Registration (A) first, the number of Investor Registrable Securities requested to be included in
such Demand Registration, pro rata from among the holders of such Investor Registrable Securities
according to the number of Registrable Securities requested by them to be so included, and (B)
second, any other securities of the Company requested to be included in such registration, in such
manner as the Company may determine.




          (e) Restrictions on Demand Registrations.





     (i) The Company will not be obligated to file any registration statement with respect
to any Demand Registration within 180 days after (A) the effective date of a previous Demand
Registration, (B) the date any previously requested Demand Registration was withdrawn at the
request of the Demand Right Investor initiating such Demand Registration (other than a
withdrawal as permitted under Section 2(e)(ii)), or (C) the effective date of a previous
registration statement filed by the Company covering a firm commitment Public Offering;
provided, that in any registration statement described in clauses (A) and (C), there
were included in such registration statement not less than 80% of the number of Investor
Registrable Securities requested to be included.




     (ii) The Company may postpone for up to 90 days the filing or the effectiveness of a
registration statement for a Demand Registration if the Company determines that such Demand
Registration would reasonably be expected to have a material adverse effect on any proposal
or plan by the Company or any of its subsidiaries to engage in any acquisition of assets
(other than in the ordinary course of business) or any merger, consolidation, tender offer,
reorganization or similar transaction; provided that in such event the Demand Right Investor
initiating such Demand Registration pursuant to Section 2(a) will be entitled to withdraw
such request and, if such request is withdrawn, such Demand Registration will not count as
one of the permitted Demand Registrations hereunder and the Company will pay all
Registration Expenses in connection with such requested registration. The Company may use
the provisions of this clause (ii) to delay a Demand Registration initiated by a Demand
Right Investor only once during any twelve-month period.



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          (f) Selection of Underwriters. If a requested registration pursuant to this Section 2
involves an underwritten offering, the underwriter or underwriters thereof shall be selected by the
holders of at least a majority of Investor Registrable Securities as to which registration has been
requested and shall be acceptable to the Company; provided, that the Company shall not
unreasonably withhold its acceptance of any proposed underwriters.




          3. Piggyback Registrations.




          (a) Right to Piggyback.





     (i) Whenever the Company proposes to register any of its Common Units under the
Securities Act for its own account or for the account of any holder of Common Units (other
than (i) pursuant to a Demand Registration (in which case, the ability of a holder of
Registrable Securities to participate in such Demand Registration shall be governed by
Section 2 hereof, including Section 2(a)(ii) hereof), (ii) pursuant to a registration
statement on Form S-4 or S-8 or any similar or successor form and other than in connection
with a registration the primary purpose of which is to register debt securities (i.e., in
connection with a so-called “equity kicker”), and (iii) in connection with an
initial Public Offering) (a “Piggyback Registration”), the Company will give prompt
written notice to all holders of Registrable Securities of its intention to effect such a
registration and of such holders’ rights under this Section 3(a)(i). Upon the written
request of any holder of Registrable Securities (which request shall specify the Registrable
Securities intended to be disposed of by such holder and the intended method of disposition
thereof), the Company shall include in such registration (subject to the provisions of this
Agreement) all Registrable Securities requested to be registered pursuant to this Section
3(a)(i), subject to Section 3(b)(i) below, with respect to which the Company has received
written requests for inclusion therein within thirty (30) days after the receipt of the
Company’s notice; provided that any such other holder may withdraw its request for inclusion
at any time prior to executing the underwriting agreement or, if none, prior to the
applicable registration statement becoming effective.




     (ii) If in connection with an initial Public Offering by the Company, the Company
intends to register under the Securities Act any Common Units for the account of any holder
of Common Units, then such registration will also be a “Piggyback Registration” for purposes
of this Agreement and the Company will give prompt written notice to all holders of
Registrable Securities of its intention to effect such a registration and of such holders’
rights under this Section 3(a)(ii). Upon the written request of any holder of Registrable
Securities (which request shall specify the Registrable Securities intended to be disposed
of by such holder and the intended method of disposition thereof), the Company shall include
in such registration (subject to the provisions of this Agreement) all Registrable
Securities requested to be registered pursuant to this Section 3(a)(ii), subject to Section
3(b)(ii) below, with respect to which the Company has received written requests for
inclusion therein within thirty (30) days after the receipt of the Company’s notice;
provided that any such other holder may withdraw its request for inclusion at any time prior
to executing the underwriting agreement or, if none, prior to the applicable registration
statement becoming effective. For the avoidance of doubt, an initial Public Offering by the
Company in which the Company does not intend to register



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under the Securities Act any Common Units for the account of any holder of Common Units
shall not be considered a Piggyback Registration for purposes of this Agreement, and the
Company shall not be obligated to provide notice or registration rights to any holders of
Registrable Securities in connection with such a registration.



          (b) Priority on Primary Registrations.





     (i) If a Piggyback Registration under Section 3(a)(i) is in part an underwritten
primary registration on behalf of the Company and the managing underwriters advise the
Company that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such offering
within a price range acceptable to the Company and without adversely affecting the
marketability of the offering, then the Company will include in such registration (i) first,
the securities the Company proposes to sell, (ii) second, up to 50% of the Investor
Registrable Securities requested to be included in such registration, (iii) third, the
Registrable Securities requested to be included in such registration, pro rata from among
the holders of such Registrable Securities according to the number of Registrable Securities
requested by them to be so included, and (iv) fourth, any other securities requested to be
included in such registration, in such manner as the Company may determine.




     (ii) If a Piggyback Registration under Section 3(a)(ii) is in part an underwritten
primary registration on behalf of the Company and the managing underwriters advise the
Company that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such offering
within a price range acceptable to the Company and without adversely affecting the
marketability of the offering, then the Company will include in such registration (i) first,
the securities the Company proposes to sell and (ii) second, the Registrable Securities and
any other securities requested to be included in such registration, pro rata from among the
holders of such Registrable Securities and such other securities according to the number of
Registrable Securities and such other securities requested by them to be so included.



          (c) Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of the Company’s securities, and the
managing underwriters advise the Company that in their opinion the number of securities requested
to be included in such registration exceeds the number which can be sold in an orderly manner in
such offering within a price range acceptable to the holders initially requesting such registration
and without adversely affecting the marketability of the offering, then the Company will include in
such registration (i) first, up to 50% of the Investor Registrable Securities requested to be
included in such registration, (ii) second, the Registrable Securities requested to be included in
such registration, pro rata from among the holders of such Registrable Securities according to the
number of Registrable Securities requested by them to be so included, and (iii) third, any other
securities requested to be included in such registration, in such manner as the Company may
determine.





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          (d) Registration Expenses. The Company will pay all Registration Expenses in
connection with any Piggyback Registration whether or not such Piggyback Registration has become
effective.




          4. Holdback Agreements.




          (a) Each holder of Registrable Securities hereby agrees (i) not to effect any sale or
distribution of Common Units, or any securities convertible into or exchangeable or exercisable for
Common Units, during the seven (7) days prior to and the 180-day period beginning on the effective
date of an initial Public Offering (except as part of such initial Public Offering), unless the
underwriters managing such initial Public Offering otherwise agree (which agreement shall be
equally applicable to all holders of Registrable Securities) and (ii) to execute and deliver any
reasonable agreement which is consistent with the provisions of clause (i) of this Section 4(a) and
which may be required by the underwriters managing such initial Public Offering. The foregoing
provisions of this Section 4(a) shall be applicable to the holders of Registrable Securities only
if (and only for so long as) all directors and executive officers of the Company and each holder of
5% or more of the Company’s Common Units are subject to the same restrictions and agreements. Any
discretionary waiver or termination of such restrictions or agreements by the Company or the
underwriters shall apply pro rata to all holders of Registrable Securities based on the number of
Registrable Securities held by them.




          (b) The Company will not effect any sale or distribution of Common Units, or any securities
convertible into or exchangeable or exercisable for Common Units, during the seven (7) days prior
to and during the 180-day period beginning on the effective date of an initial Public Offering
(except as part of such initial Public Offering), unless the underwriters managing such initial
Public Offering otherwise agree (which agreement shall be equally applicable to all holders of
Registrable Securities).




          5. Registration Procedures. Whenever the holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to this Agreement, the Company
will use its best efforts to effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, and pursuant thereto the Company will
as expeditiously as possible:




          (a) prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to become effective
(provided that before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company will furnish to the counsel selected pursuant to Section 6(b)
below copies of all such documents proposed to be filed, which documents will be subject to the
prompt review and reasonable comment of such counsel), and upon filing such documents, the Company
shall promptly notify in writing such counsel of the receipt by the Company of any written comments
by the SEC with respect to such registration statement or prospectus or any amendment or supplement
thereto or any written request by the SEC for the amending or supplementing thereof or for
additional information with respect thereto;




          (b) notify each holder of Registrable Securities of the effectiveness of each registration
statement filed hereunder and prepare and file with the SEC such amendments and






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supplements to such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective for a period of not less than 180
days or, if such registration statement relates to an underwritten offering, such longer period as,
in the opinion of counsel for the underwriters, a prospectus is required by law to be delivered in
connection with sales of Registrable Securities by any underwriter or dealer or such shorter period
as will terminate when all of the securities covered by such registration statement have been
disposed of in accordance with the intended methods of disposition by the seller or sellers thereof
as set forth in such registration statement (but in any event not before the expiration of any
longer period required under the Securities Act), and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the sellers thereof set forth
in such registration statement and cause the prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act;




          (c) furnish to each seller of Registrable Securities such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller;




          (d) use its best efforts to register or qualify such Registrable Securities under such other
securities or blue sky laws of such jurisdictions in the United States of America as any seller
reasonably requests and do any and all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller (provided that the Company will not be required to (i)
qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction in any
jurisdiction where it is not so subject or (iii) consent to general service of process (i.e.,
service of process which is not limited solely to securities law violations) in any such
jurisdiction in any jurisdiction where it is not so subject);




          (e) promptly notify each seller of such Registrable Securities, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon
the discovery of the happening of any event as a result of which the prospectus included in such
registration statement contains an untrue statement of a material fact or omits any fact necessary
to make the statements therein not misleading in light of the circumstances under which they were
made, and, at the request of any such seller, the Company will, as soon as reasonably practicable,
file and furnish to all sellers a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to make the statements
therein not misleading in light of the circumstances under which they were made;




          (f) cause all such Registrable Securities to be listed or quoted on each securities exchange
or quotation service on which similar securities issued by the Company are then listed or quoted;




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          (g) provide a transfer agent and registrar for all such Registrable Securities not later than
the effective date of such registration statement;




          (h) enter into such customary agreements (including underwriting agreements in customary form)
and take all such other customary actions as the holders of a majority of the Registrable
Securities being sold or the underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities (including, without limitation, effecting
a split or a combination of stock or units); provided that no holder of Registrable Securities
shall have any indemnification or contribution obligations inconsistent with Section 7 hereof;




          (i) make available for inspection upon reasonable notice during the Company’s regular business
hours by any underwriter participating in any disposition pursuant to such registration statement
and any attorney, accountant or other agent retained by any such underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, and cause the Company’s
officers, directors, employees and independent accountants to supply all information and
participate in due diligence sessions reasonably requested by any such underwriter, attorney,
accountant or agent in connection with such registration statement;




          (j) otherwise use its best efforts to comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve (12) months beginning with the first day of the
Company’s first full calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
promulgated thereunder;




          (k) use reasonable best efforts to prevent the issuance of any stop order (“Stop
Order”) suspending the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of any securities
included in such registration statement for sale in any jurisdiction, and, in the event of such
issuance, the Company shall immediately notify the holders of Registrable Securities included in
such registration statement of the receipt by the Company of such notification and shall use its
best efforts promptly to obtain the withdrawal of such order;




          (l) use its best efforts to cause such Registrable Securities covered by such registration
statement to be registered with or approved by such other governmental agencies or authorities as
may be necessary to enable the sellers thereof to consummate the disposition of such Registrable
Securities, and cooperate and assist with any filings to be made with the Financial Industry
Regulatory Authority;




          (m) obtain one or more “cold comfort” letters, dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering, dated the date of
the closing under the underwriting agreement), signed by the Company’s independent public
accountants in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing underwriter may reasonably expect and reasonably satisfactory to
the holders of a majority of the Registrable Securities being sold reasonably request; and




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          (n) provide a legal opinion of the Company’s outside counsel, dated the effective date of such
registration statement (and, if such registration includes an underwritten public offering, dated
the date of the closing under the underwriting agreement) in customary form and covering such
matters of the type customarily covered by legal opinions of such nature if requested by the
managing underwriter.



If any such registration or comparable statement refers to any holder by name or otherwise as the
holder of any securities of the Company and if in such holder’s sole and exclusive judgment, such
holder is or might be deemed to be an underwriter or a controlling person of the Company, such
holder shall have the right to (i) require the insertion therein of language, in form and substance
satisfactory to such holder and presented to the Company in writing and not inconsistent with the
rules and regulations of the SEC, to the effect that the holding by such holder of such securities
is not to be construed as a recommendation by such holder of the investment quality of the
Company’s securities covered thereby and that such holding does not imply that such holder will
assist in meeting any future financial requirements of the Company, or (ii) in the event that such
reference to such holder by name or otherwise is not required by the Securities Act or any similar
Federal statute then in force, require the deletion of the reference to such holder; provided, that
with respect to this clause (ii), if requested by the Company, such holder shall furnish to the
Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably
satisfactory to the Company.




          6. Registration Expenses.




          (a) All expenses incident to the Company’s performance of or compliance with this Agreement,
including without limitation all Registration Expenses, will be borne by the Company.




          (b) In connection with each Demand Registration and each Piggyback Registration, the Company
will reimburse the holders of Registrable Securities included in such registration for the
reasonable fees and disbursements of one (1) counsel chosen by the holders of a majority of the
Registrable Securities initially requesting such registration (which counsel shall be retained to
represent all such holders). Holders of Registrable Securities shall bear all underwriting
discounts and selling commissions applicable to the sale of the Registrable Securities sold by them
and the fees and disbursements of more than one counsel to such holders.




          7. Indemnification.




          (a) By the Company. The Company agrees to, and will cause each of its subsidiaries to
agree to, indemnify, to the fullest extent permitted by law, each holder of Registrable Securities,
its officers, directors, members, employees, agents, stockholders and general and limited partners
and each Person who controls such holder (within the meaning of the Securities Act and Exchange
Act) against any and all losses, claims, damages, liabilities and expenses (or actions or
proceedings, whether commenced or threatened, in respect thereof), joint or several, arising out of
or based upon any untrue or alleged untrue statement of material fact contained in any registration
statement, reports required and other documents filed under the Exchange Act and incorporated by
reference into any registration statement to the extent so incorporated, prospectus or preliminary
prospectus or any amendment thereof or supplement




11









 







thereto, together with any documents incorporated therein by reference, or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation or alleged violation by the Company or any of
its subsidiaries of any federal, state, foreign or common law rule or regulation and relating to
action or inaction in connection with any such registration, disclosure document or other document
and shall reimburse such holder, officer, director, member, employee, agent, stockholder, partner
or controlling Person for any legal or other expenses, including any amounts paid in any settlement
effected with the consent of the Company, which consent will not be unreasonably withheld or
delayed, incurred by such holder, officer, director, member, employee, agent, stockholder, partner
or controlling Person in connection with the investigation or defense of such loss, claim, damage,
liability or expense, except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such holder expressly for use therein. In connection with
an underwritten offering, the Company will indemnify such underwriters, their officers, directors,
agents and employees and each Person who controls such underwriters (within the meaning of the
Securities Act) to the same extent as provided above with respect to the indemnification of the
holders of Registrable Securities.




          (b) By the Holders. In connection with any registration statement in which a holder
of Registrable Securities is participating, each such holder will furnish to the Company in writing
such information and affidavits about such holder as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the extent permitted by law,
will indemnify the Company, its directors and officers and each Person who controls the Company
(within the meaning of the Securities Act) and the other holders of Registrable Securities against
any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such holder which authorizes its use in the
applicable document; provided, that the obligation to indemnify will be individual, not joint and
several, for each holder and will be limited to the net amount of proceeds received by such holder
from the sale of Registrable Securities pursuant to such registration statement.




          (c) Claim Procedures. Any Person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice will not impair any Person’s right
to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party)
and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim, permit the indemnifying
party to assume the defense thereof, jointly with any other indemnifying party similarly notified
to the extent it may wish, with counsel reasonably satisfactory to the indemnified party. If such
defense is assumed, the indemnifying party will not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent will not be unreasonably
withheld or delayed) and the indemnifying party shall not, without the consent of the indemnified
party, consent to entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof, a release from all liability in respect of






12









 







such claim or litigation provided by the claimant or plaintiff to such indemnified party. An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not
be obligated to pay (i) the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim or (ii) any settlement made by any indemnified
party without such indemnifying party’s consent (but such consent will not be unreasonably
withheld).




          (d) Contribution. If the indemnification provided for in this Section 7 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss,
liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the statements or omissions that
resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access
to information, and opportunity to correct or prevent such statement or omission. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred
to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such
party in connection with any investigation or proceeding. In no event shall any holder of
Registrable Securities be required to contribute an amount greater than the dollar amount by which
the proceeds received by such holder of Registrable Securities with respect to the sale of any
Registrable Securities exceed the amount of any damages that such holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 7(d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. No person guilty of fraudulent misrepresentations (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The contribution provided for in this
Section 7(d) shall remain in full force and effect regardless of any investigation made by or on
behalf of any indemnified party.




          (e) Survival. The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf of the indemnified party
or any officer, agent or employee and each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls such indemnified
party (within the meaning of the Securities Act), and will survive the transfer of securities.




          8. Participation in Underwritten Registrations. No Person may participate in any
registration hereunder which is underwritten unless such Person (a) agrees to sell such






13









 







Person’s securities on the basis provided in any underwriting arrangements approved by the
Person or Persons entitled hereunder to approve such arrangements (including, without limitation,
pursuant to the terms of any over-allotment or “green shoe” option requested by the managing
underwriter(s), provided that no holder of Registrable Securities will be required to sell more
than the number of Registrable Securities that such holder has requested the Company to include in
any registration), (b) completes and executes all customary questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the terms of such
underwriting arrangements; provided, that no holder of Registrable Securities included in any
underwritten registration shall be required to make any representations or warranties to the
Company or the underwriters (other than representations and warranties regarding such holder, such
holder’s ownership and title to the Registrable Securities, such holder’s intended method of
distribution, and such other representations and warranties are customarily provided by selling
shareholders in underwritten offerings) or to undertake any indemnification or contribution
obligations to the Company or the underwriters with respect thereto, except as otherwise provided
in Section 7, and (c) complies with all applicable federal and state securities laws in connection
with such registration.




          9. Rule 144 Reporting. With a view to making available to the holders of Registrable
Securities the benefits of certain rules and regulations of the SEC which may permit the sale of
the Registrable Securities to the public without registration, the Company agrees at its expense to
use its best efforts to:




          (a) make and keep adequate current public information available, within the meaning of Rule
144, at all times after it has become subject to the reporting requirements of the Exchange Act;




          (b) file with the SEC, in a timely manner, all reports and other documents required of the
Company under the Securities Act and Exchange Act (after it has become subject to such reporting
requirements); and




          (c) so long as any party hereto owns any Registrable Securities, furnish to such Person
forthwith upon request, a written statement by the Company as to its compliance with the reporting
requirements of said Rule 144 (at any time commencing 90 days after the effective date of the first
registration filed by the Company for an offering of its securities to the general public), the
Securities Act and the Exchange Act (at any time after it has become subject to such reporting
requirements); a copy of the most recent annual or quarterly report of the Company; and such other
reports and documents as such Person may reasonably request in availing itself of any rule or
regulation of the SEC allowing it to sell any such securities without registration.




          10. Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement will be in writing and will be deemed to
have been given when delivered if delivered personally, sent via a nationally recognized overnight
courier, or sent via facsimile or e-mail to the recipient, or if sent by certified or registered
mail, return receipt requested, will be deemed to have been given two (2) business days thereafter.
Such notices, demands and other communications shall be sent to any






14









 







holder of Registrable Securities at such holder’s last address on the records of the Company,
and to the Company at the address indicated below:





To the Company:




Diamond Resorts Parent, LLC

10600 West Charleston Boulevard

Las Vegas, NV 89135

Attention: Stephen J. Cloobeck and David Palmer

Facsimile: (702) 798-8840




with a copy, which shall not constitute notice, to:




Katten Muchin Rosenman LLP

525 West Monroe Street

Suite 1900

Chicago, IL 60661

Attention: Howard S. Lanznar

Facsimile: (312) 902-1061




To Guggenheim:




DRP Holdco, LLC

135 East 57th Street

6th Floor

New York, NY 10022

Attention: Kaitlin Trinh

Facsimile: (212) 644-8396




with copies, which shall not constitute notice, to:




Guggenheim Partners

100 Wilshire Boulevard — Suite 500

Santa Monica, California 90401

Attention: Zachary D. Warren

Facsimile: (310) 576-1271




and




Guggenheim Investment Management, LLC

135 East 57th Street

6th Floor

New York, NY 10022

Attention: William Hagner

Facsimile: (212) 644-8396




and



15









 






Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

Attention: Richard Astle

Facsimile: (312) 853-7036




To Silver Rock:




Silver Rock Financial LLC

1250 Fourth Street

Santa Monica, CA 90401

Attention: General Counsel

Facsimile: (310) 570-4599




with a copy, which shall not constitute notice, to:




Maron & Sandler

1250 Fourth Street

Santa Monica, CA 90401

Attention: David Kyman

Facsimile: (310) 570-4901




To the Wellington Purchasers:




Wellington Management Company, LLP

280 Congress Street

Boston, MA 02210

Attention: Legal and Compliance Department

Facsimile: (617) 289-5699

E-Mail: seclaw@wellington.com




; provided that any notices or communications to any Wellington Purchaser shall be
sent only to the Legal and Compliance Department at Wellington Management Company,
LLP, and neither the Company nor any other party hereto shall send notices or
communications to any other Person on behalf of any Wellington Purchaser without the
prior written consent of a member of the Legal and Compliance Department at
Wellington Management Company, LLP.




with a copy, which shall not constitute notice, to:




Greenberg Traurig

One International Place

Boston, MA 02210

Attention: Bradley A. Jacobson



16









 






Facsimile: (617) 279-8402




To CDP:




Cloobeck Diamond Parent, LLC

10600 West Charleston Boulevard

Las Vegas, NV 89135

Attention: Stephen J. Cloobeck and David F. Palmer

Facsimile: (702) 798-8840




With a copy, which shall not constitute notice, to:




Katten Muchin Rosenman LLP

525 West Monroe Street

Suite 1900

Chicago, IL 60661

Attention: Howard S. Lanznar

Facsimile: (312) 902-1061




To 1818 Partners:




1818 Partners, LLC

10600 West Charleston Boulevard

Las Vegas, NV 89135

Attention: Stephen J. Cloobeck and David F. Palmer

Facsimile: (702) 798-8840




With a copy, which shall not constitute notice, to:




Katten Muchin Rosenman LLP

525 West Monroe Street

Suite 1900

Chicago, IL 60661

Attention: Howard S. Lanznar

Facsimile: (312) 902-1061


or such other address, telecopy number or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.




          11. Miscellaneous.




          (a) Remedies. Any Person having rights under any provision of this Agreement will be
entitled to enforce such rights specifically to recover damages caused by reason of any breach of
any provision of this Agreement and to exercise all other rights granted by law. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction (without posting any






17









 







bond or other security) for specific performance and for other injunctive relief in order to
enforce or prevent violation of the provisions of this Agreement.




          (b) Entire Agreement; Amendments and Waivers. This Agreement embodies the complete
agreement and understanding among the parties and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which may have related to
the subject matter hereof in any way (including, but not limited to, the Original Agreement). The
provisions of this Agreement may be amended or waived only upon the prior written consent of (i)
the Company, (ii) the holders of a majority of the number of CDP Registrable Securities, and (iii)
the holders of a majority of the number of Investor Registrable Securities; and any amendment to
which such written consent is obtained will be binding upon the Company and all holders of
Registrable Securities.




          (c) Successors and Assigns. All covenants and agreements in this Agreement by or on
behalf of any of the parties hereto will bind and inure to the benefit of the respective successors
and assigns of the parties hereto whether so expressed or not, including any corporation which is a
successor to the Company.




          (d) Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision will
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.




          (e) Counterparts; Facsimile. This Agreement may be executed simultaneously in two or
more counterparts (each of which may be transmitted via facsimile), any one of which need not
contain the signatures of more than one party, but all such counterparts taken together will
constitute one and the same Agreement.




          (f) Descriptive Headings. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.




          (g) GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND
INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC
LAWS OF THE STATE OF NEVADA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION
OR RULE (WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA.




          (h) WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN
CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE VALIDITY,
PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.







18









 








          (i) Venue; Submission to Jurisdiction. ANY AND ALL SUITS, LEGAL ACTIONS OR
PROCEEDINGS ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT ONLY IN A STATE OR FEDERAL COURT IN OR
FOR CLARK COUNTY, NEVADA AND EACH PARTY TO THIS AGREEMENT HEREBY SUBMITS TO AND ACCEPTS THE
EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH HE OR IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR
PROCEEDING IN SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR
PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.




          (j) Mandatory Mediation. The parties hereto shall, and shall cause their respective
Affiliates to, resolve any dispute, controversy or claim arising out of or in connection with this
Agreement and any transactions contemplated hereby (a “Dispute”) in accordance with the
following procedures: within thirty (30) business days after any party has served written notice on
the other party, such Dispute shall be submitted to the Las Vegas, Nevada office of JAMS for
mediation. The mediation shall take place in Nevada. Notwithstanding anything contained in this
Agreement to the contrary, in no event will any party be obligated to participate in any mediation
for more than 30 business days.




          (k) No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.




          (l) Transfer. Prior to transferring any Registrable Securities (other than a transfer
pursuant to which such securities cease to be Registrable Securities) to any Person, the Person
transferring such Registrable Securities will cause the prospective transferee to execute and
deliver to the Company, a joinder to this Agreement substantially in the form of Exhibit A
hereto pursuant to which the prospective transferee agrees to be bound by this Agreement to the
same extent as the Person transferring such Registrable Securities with respect to the Registrable
Securities so transferred.




          (m) Issuance by the Company of Additional Common Units. The parties hereto hereby
acknowledge that, after the date hereof, the Company may issue additional Common Units to certain
Persons (the “New Members”). In connection with any such issuance, the parties hereto
agree that the Company may grant (but shall be under no obligation to grant) such New Members
rights substantially similar to the rights granted to the holders of CDP Registrable Securities
hereunder (provided that, if such grant is made, each such New Member is also subject to the
obligations of holders of CDP Registrable Securities hereunder) by causing each such New Member to
execute a joinder to this Agreement substantially in the form of Exhibit A hereto.




* * * * *




19









 





          IN WITNESS WHEREOF, the parties hereto have executed this Second Amended and Restated
Registration Rights Agreement as of the date first above written.




	 	 	 	 	 
	 	COMPANY:



DIAMOND RESORTS PARENT, LLC

 	 
	 	By:  	/s/ David F. Palmer
 	 
	 	 	Name:  	David F. Palmer 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	CDP:



CLOOBECK DIAMOND PARENT, LLC

 	 
	 	By:  	/s/ Stephen J. Cloobeck
 	 
	 	 	Name:  	Stephen J. Cloobeck 	 
	 	 	Title:  	Sole Manager 	 
	 
	 	GUGGENHEIM:



DRP HOLDCO, LLC

 	 
	 	By:  	/s/ Zachary D. Warren
 	 
	 	 	Name:  	Zachary D. Warren 	 
	 	 	Title:  	Authorized Person 	 
	 



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[Signature Page to this Second Amended and Restated Registration Rights Agreement]



 









 





	 	 	 	 	 
	 	SILVER ROCK:



SILVER ROCK FINANCIAL LLC

 	 
	 	By:  	/s/ Jeff Green
 	 
	 	 	Name:  	Jeff Green 	 
	 	 	Its:        Authorized Signatory 	 
	 
	 	IN — FP1 LLC

 	 
	 	By:  	/s/ Jeff Green
 	 
	 	 	Name:  	Jeff Green 	 
	 	 	Its:        Authorized Signatory 	 
	 
	 	BDIF LLC

 	 
	 	By:  	/s/ Jeff Green
 	 
	 	 	Name:  	Jeff Green 	 
	 	 	Its:        Authorized Signatory 	 
	 
	 	CM — NP LLC

 	 
	 	By:  	/s/ Jeff Green
 	 
	 	 	Name:  	Jeff Green 	 
	 	 	Its:        Authorized Signatory 	 



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[Signature Page to this Second Amended and Restated Registration Rights Agreement]



 









 





	 	 	 	 	 	 	 

	 	 	WELLINGTON PURCHASERS:	 	 
	 
	 	 	 	 	 	 
	 	 	THE HARTFORD GROWTH OPPORTUNITIES FUND	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wellington Management Company, LLP

As investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven M. Hoffman	 	 
	 

	 	 	 	Title:   Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	HARTFORD GROWTH OPPORTUNITIES HLS FUND	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wellington Management Company, LLP

As investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven M. Hoffman	 	 
	 

	 	 	 	Title:   Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	QUISSETT INVESTORS (BERMUDA) L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wellington Management Company, LLP

As investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven M. Hoffman	 	 
	 

	 	 	 	Title:   Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	QUISSETT PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wellington Management Company, LLP

As investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven M. Hoffman	 	 
	 

	 	 	 	Title:   Vice President & Counsel	 	 






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	 	 	THE HARTFORD CAPITAL APPRECIATION FUND	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wellington Management Company, LLP

As investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven M. Hoffman	 	 
	 

	 	 	 	Title:   Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	BAY POND PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wellington Management Company, LLP

As investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven M. Hoffman	 	 
	 

	 	 	 	Title:   Vice President & Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	BAY POND INVESTORS (BERMUDA) L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wellington Management Company, LLP

As investment adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Hoffman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven M. Hoffman	 	 
	 

	 	 	 	Title:   Vice President & Counsel	 	 






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	 	 	CDP:	 	 
	 
	 	 	 	 	 	 
	 	 	1818 PARTNERS, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Chautauqua Management, LLC

Its: Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David F. Palmer	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: David F. Palmer	 	 
	 

	 	 	 	Title:   Sole Manager	 	 






[Signature Page to this Second Amended and Restated Registration Rights Agreement]




 









 





EXHIBIT A




FORM OF JOINDER TO

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




          THIS JOINDER to the Second Amended and Restated Registration Rights Agreement, dated as of
July 21, 2011, by and among Diamond Resorts Parent, LLC, a Nevada limited liability company (the
“Company”), and certain securityholders of the Company (the “Agreement”), is made
and entered into as of _________ by and between the Company and _________________
(“Holder”). Capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the Agreement.




          WHEREAS, Holder has acquired _____ Common Units from __________.




          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
to this Joinder hereby agree as follows:




          1. Agreement to be Bound. Holder hereby (i) acknowledges that it has received and
reviewed a complete copy of the Agreement and (ii) agrees that upon execution of this Joinder, it
shall become a party to the Agreement and shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement as though an original party thereto. In addition,
Holder hereby agrees that all Common Units held by Holder shall be deemed [CDP Registrable
Securities/Guggenheim Registrable Securities/Silver Rock Registrable Securities/Wellington
Registrable Securities] and Registrable Securities for all purposes of the Agreement.




          2. Successors and Assigns. Except as otherwise provided herein, this Joinder shall
bind and inure to the benefit of and be enforceable by the Company and its successors, heirs and
assigns and Holder and any subsequent holders of Registrable Securities and the respective
successors, heirs and assigns of each of them, so long as they hold any Registrable Securities.




          3. Notices. For purposes of Section 10 of the Agreement, all notices, demands or
other communications to the Holder shall be directed to:





[Name]




[Address]



          4. Counterparts. This Joinder may be executed in separate counterparts each of which
shall be an original and all of which taken together shall constitute one and the same agreement.




          5. Governing Law. This Joinder shall be governed by and construed in accordance with
the laws of the state of Delaware, without giving effect to any rules, principles or provisions of
choice of law or conflict of laws.




          6. Descriptive Headings. The descriptive headings of this Joinder are inserted for
convenience only and do not constitute a part of this Joinder.




 









 








          IN WITNESS WHEREOF, the parties hereto have executed this Joinder to the Second Amended and
Restated Registration Rights Agreement as of the date set forth in the introductory paragraph
hereof.




	 	 	 	 	 
	 	DIAMOND RESORTS PARENT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[HOLDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: