EX-10.2





 Exhibit 10.2 

EXECUTION VERSION 

JOINDER AGREEMENT 

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the
“Joining Party”) in accordance with the Stockholders Agreement, dated as of August 2, 2021 (the “Stockholders Agreement”), by and between the Company, the Apollo Parties and Hilton. Capitalized terms used, but
not defined, herein shall have the meaning ascribed to such terms in the Stockholders Agreement. 
 WHEREAS, on the date hereof, the Joining
Party is acquiring shares of Common Stock from AP VIII Dakota Holdings, L.P., a Delaware limited partnership and a party to the Stockholders Agreement (“AP Dakota Holdings”), and of which the Joining Party is a wholly-owned
subsidiary (the “Transferred Shares”); and 
 WHEREAS, the Stockholders Agreement requires the Joining Party, as a
condition to becoming a holder of the Transferred Shares that is an Apollo Party, to agree in writing to be bound by the terms of the Stockholders Agreement, and the Joining Party agrees to do so in accordance with the terms hereof. 

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 Agreement hereby agree as follows: 

1.    Agreement to be Bound. The Joining Party hereby acknowledges, agrees and confirms that, by its execution of
this Joinder Agreement, the Joining Party shall be deemed to be a party to the Stockholders Agreement and an “Apollo Party” as if it had executed the Stockholders Agreement as of the date hereof. The Joining Party hereby ratifies, and
agrees to be bound by, all of the terms, provisions and conditions contained in the Stockholders Agreement, in each case as of the date hereof. The Joining Party hereby represents and warrants to the Company that, as of the date hereof, it is a
Permitted Transferee and the representations and warranties set forth in Section 6.2 are true and correct as if the Joining Party were Apollo. 

2.    Notice. For purposes of Section 7.2 of the Stockholders Agreement, the Joining Party’s address is:

 AP VIII Dakota Holdings Borrower, L.P. 

c/o Apollo Management Holdings, L.P. 

9 West 57th Street, 43rd Floor 

New York, NY 10019 

Attention:   David Sambur, Partner 

John Suydam, Chief Legal Officer 

with a copy (not constituting notice) to: 

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

1285 Avenue of the Americas 
 New
York, NY 10019-6064 












 Attention:   Taurie Zeitzer 

Brian Scrivani 

3.    Headings and Captions. The headings and captions contained in this Joinder Agreement are included for
convenience of reference only, and in no way define, limit or describe the scope of this Joinder Agreement or the intent of any provision hereof. 

4.    Counterparts. This Joinder Agreement may be signed in any number of separate counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute one Joinder Agreement (or amendment, as applicable). 

5.    Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the Laws of the
State of Delaware, without regard to principles of conflicts of Laws thereof. 
 [Remainder of Page Intentionally Left Blank] 












 IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date
written below. 
 Date: August 2, 2021 
  

					
	JOINING PARTY:
	
	AP VIII DAKOTA HOLDINGS BORROWER, L.P.
	
	 By: AP VIII Dakota Holdings Borrower GP,

LLC, its general partner

	
	 By: AP VIII Dakota Holdings, L.P.,

its sole member

	
	 By: Apollo Advisors VIII, L.P.,
 its
general partner

	
	 By: Apollo Capital Management VIII, LLC,

its general partner

		
	By:	 	 /s/ James Elworth

		 	Name:	 	James Elworth
		 	Title:	 	Vice President


  

			
	ACCEPTED AND AGREED:
	
	HILTON GRAND VACATIONS INC.
		
	By:	 	 /s/ Charles R. Corbin

	Name:	 	Charles R. Corbin
	Title:	 	Executive Vice President, General Counsel & Secretary