DIAMOND RESORTS PARENT, LLC 2012 EQUITY INCENTIVE PLAN October 15, 2012

Establishment and Purpose.

to select the Eligible Individuals to whom Awards may from time to time be granted;

to determine whether and to what extent Unit Awards are to be granted hereunder;

to determine the number of Units to be covered by each Award granted hereunder;

to approve forms of agreement for use under the Plan;

to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, any vesting restriction or limitation, any vesting acceleration or forfeiture waiver and any right of repurchase, right of first refusal

subject to Section 6(a), to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including, but not limited to, with respect to performance goals and targets applicable to performance-based Awards pursuant to the terms of the Plan;

to determine to what extent and under what circumstances Units and other amounts payable with respect to an Award shall be deferred;

to determine the Fair Market Value; and

to determine the type and amount of consideration to be received by the Company for any Unit Award issued under Section 4.

cash or cash equivalents;

past services rendered to the Company or any Affiliate; or

future services to be rendered to the Company or any Affiliate.

Change in Control Provisions.

Impact of Event. In the event of a Change in Control of the Company, except as may otherwise be provided in any particular Unit Award or similar agreement, outstanding Awards shall be subject to any agreement of merger or reorganization that effects such Change in Control, which agreement shall provide for one or any combination of the following:

The continuation of the outstanding Awards by the Company, if the Company is the surviving company;

The assumption of the outstanding Awards by the surviving company or its parent or subsidiary;

The substitution by the surviving company or its parent or subsidiary of equivalent awards for the outstanding Awards; and

With respect to any outstanding Award, the repurchase by the Company or by the buyer of the vested portion of any such outstanding Award in connection with the Change in Control; provided that the Company shall have the right to determine the treatment of the outstanding Awards, including, without limitation, determining that each outstanding Award (or any portion of any outstanding Award) that is not vested or exercisable may be terminated and cancelled, with or without payment of any consideration.

Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean (i) the sale, lease, transfer, conveyance or other disposition, in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, (ii) the sale, transfer, conveyance or other disposition, in one transaction or a series of related transactions, of the outstanding equity securities of the Company or DRC, (iii) the merger, consolidation, recapitalization or reorganization of the Company or DRC with another Person, in each case in clauses (ii) and (iii) above under circumstances in which the direct or indirect holders of the voting power of outstanding equity securities, immediately prior to such transaction, are no longer, in the aggregate, the “beneficial owners” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended), directly or indirectly through one or more intermediaries, of more than fifty percent (50%) of the voting power of the outstanding equity securities of the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction, or (iv) any other event, if any, specifically designated in any particular Unit Award or similar agreement. A sale (or multiple related sales) of DRC (whether by way or merger, consolidation, reorganization or sale of all or substantially all assets or securities) shall be deemed a Change in Control.

Amendment. The Board may amend, alter, or discontinue the Plan or any Unit Award agreement granted hereunder, but no amendment, alteration or discontinuation shall be made which would adversely affect the rights of a Participant under an Award theretofore granted without the Participant’s consent (not to be unreasonably withheld), except such an amendment that is made (i) to avoid an expense charge to the Company, DRC or any of their Affiliates, (ii) to permit the Company, DRC or any of their Affiliates a deduction under the Code, (iii) to permit one of the actions described in Section 5(a) above to occur in connection with a Change in Control, or (iv) in connection with a termination of the Plan if such termination is intended to comply with Treas. Reg. Section 1.409A-3(j)(4)(ix). No such amendment shall be made without the approval of the Company’s members to the extent such approval is required by law, or any agreement.

Unfunded Status of Plan. It is intended that this Plan be an “unfunded” plan for incentive and deferred compensation.

The Administrator may require each person purchasing or receiving Units pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Units without a view to the distribution thereof. If the Units are certificated, the certificates for such Units may include any legend which the Administrator deems appropriate to reflect any restrictions on transfer.

Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting other or additional compensation arrangements for its employees.

The adoption of the Plan shall not confer upon any employee, director, consultant or advisor any right to continued employment, directorship or service, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment or service of any employee, consultant or advisor at any time.

No later than the date as of which an amount first becomes includible in the gross income of the Participant for Federal income tax purposes with respect to any Award under the Plan, the Participant shall pay to the Company or the applicable Employer, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Administrator, withholding obligations may be settled with Units, including a Unit that is part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company, its Subsidiaries and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. The Administrator may establish such procedures as it deems appropriate for the settlement of withholding obligations with Units.

The Administrator shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of Participant’s death are to be paid.

Any amounts owed to the Company or an Affiliate by the Participant of whatever nature may be offset by the Company from the value of any Units, cash or other thing of value under this Plan or an agreement to be transferred to the Participant, and no Units, cash or other thing of value under this Plan or an agreement shall be transferred unless and until all disputes between the Company and the Participant have been fully and finally resolved and the Participant has waived all claims to such against the Company or an Affiliate.

The grant of an Award shall in no way affect the right of the Company or any of its Subsidiaries to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

If any payment or right accruing to a Participant under this Plan (without the application of this Section 6(c)(viii)), either alone or together with other payments or rights accruing to the Participant from the Company, DRC, their Subsidiaries or Affiliates (“Total Payments”) would constitute an “excess parachute payment” (as defined in Section 280G of the Code and regulations thereunder), such payment or right shall be reduced to the largest amount or greatest right that will result in no portion of the amount payable or right accruing under this Plan being subject to an excise tax under Section 4999 of the Code or being disallowed as a deduction under Section 280G of the Code; provided, however, that the foregoing shall not apply to the extent provided otherwise in an Award or in the event the Participant is party to an agreement with the Company, any of its Subsidiaries or an Affiliate that explicitly provides for an alternate treatment of payments or rights that would constitute “excess parachute payments.” The determination of whether any reduction in the rights or payments under this Plan is to apply shall be made by the Administrator in good faith after consultation with the Participant, and such determination shall be conclusive and binding on the Participant. The Participant shall cooperate in good faith with the Administrator in making such determination and providing the necessary information for this purpose. The foregoing provisions of this Section 6(c)(viii) shall apply with respect to any person only if, after reduction for any applicable Federal excise tax imposed by Section 4999 of the Code and Federal income tax imposed by the Code, the Total Payments accruing to such person would be less than the amount of the Total Payments as reduced, if applicable, under the foregoing provisions of this Plan and after reduction for only Federal income taxes..

To the extent that the Administrator determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Awards in jurisdictions outside the United States, the Administrator in its discretion may modify those restrictions as it determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.

The headings contained in this Plan are for reference purposes only and shall not affect the meaning or interpretation of this Plan.

If any provision of this Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not effect any other

This Plan shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon a Participant, and all rights granted to the Company hereunder, shall be binding upon the Participant’s heirs, legal representatives and successors.

This Plan and each agreement granting an Award constitute the entire agreement with respect to the subject matter hereof and thereof, provided that in the event of any inconsistency between this Plan and such agreement, the terms and conditions of the Plan shall control.

In the event of a Public Offering, a Participant (A) shall, at the request of the Company, sign one or more customary lock-up agreements, and (B) shall not, during the period requested by the underwriters managing the registered Public Offering, effect any public sale or distribution of Units (or, if applicable, shares of stock) received, directly or indirectly, as an Award or pursuant to the settlement of an Award.

None of the Company, DRC, any of their Affiliates or the Administrator shall have any duty or obligation to disclose affirmatively to a record or beneficial holder of Unit or an Award, and such holder shall have no right to be advised of, any material information regarding the Company or any Affiliate at any time prior to, upon or in connection with receipt or the exercise of an Award or the Company’s purchase of Unit or an Award from such holder in accordance with the terms hereof.

This Plan, and all Awards, agreements and actions hereunder, shall be governed by, and construed in accordance with, the laws of the State of Nevada(other than its law respecting choice of law).

To the extent applicable and notwithstanding any other provision of this Plan, this Plan and Awards hereunder shall be administered, operated and interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation, any such regulations or other guidance that may be issued after the date on which the Board approves the Plan; provided, however, in the event that the Administrator determines that any amounts payable hereunder may be taxable to a Participant under Code Section 409A and related Department of Treasury guidance prior to the payment and/or delivery to such participant of such amount, the Company may (i) adopt such amendments to the Plan and related Awards, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Administrator determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (ii) take such other actions as the Administrator determines necessary or appropriate to comply with or exempt the Plan and/or Awards from the requirements of Code Section 409A and related Department of Treasury guidance, including such Department of Treasury guidance and other interpretive materials as may be issued after the date on which the Board approves the Plan. The Company and its Affiliates

“Affiliate” means a corporation or other entity controlled by the Company and designated by the Administrator as such. For the avoidance of any doubt, unless otherwise determined by the Administrator, each of DRC and Hospitality Management and Consulting Services, LLC shall be deemed to be an Affiliate of the Company.

“Award” means a Unit Award.

“Beneficial Owner” has the meaning given to such term in Rule 13d-3 of the Securities Exchange Act of 1934.

“Board” means the Board of Managers of the Company.

“Cause” (1) with respect to a Participant who has an employment or similar agreement with the Employer, which agreement defines the term “Cause”, the term “Cause” for purposes of the Plan shall have the meaning assigned to such terms in such employment or similar agreement, and (2) with respect to each other Participant, “Cause “ means that such Participant has (i) committed a material act of dishonesty related to his job duties, (ii) committed an act or acts of fraud, moral turpitude or constituting a felony (other than relating to the operation of a motor vehicle), (iii) breached any provision of any agreement between the Participant and the Employer and/or taken or failed to take any action in contravention of the Employer’s governing documents, (iv) breached any restrictive covenants set forth in any agreement between the Participant and the Employer (notwithstanding the foregoing clause (iii)), (v) engaged in any intentional act or gross negligence, (vi) refused, after notice thereof, to perform specific reasonable directives from any officer to whom the Participant reports that are reasonably consistent with the scope and nature of his duties and responsibilities, as set forth herein, (vii) engaged in use of illegal drugs at the workplace, (viii) refused, upon request by the Employer (which request may be provided by the Employer in the Employer’s sole discretion at any time while the Participant is employed by the Employer) to be screened or tested for drug use, (ix) engaged in dishonesty during Participant’s hiring process, or (x) failed to disclose to the Employer any conflict of interest. The decision to terminate a Participant’s employment for Cause, to take other action or to take no action in response to any occurrence shall be in the sole and exclusive discretion of the Employer. A Participant’s employment by the Employer also shall be deemed terminated

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

“Commission” means the Securities and Exchange Commission or any successor agency.

“Company” means Diamond Resorts Parent, LLC, a Nevada limited liability company.

“DRC” means Diamond Resorts Corporation, a Maryland corporation

“Disabled or Incapacitated” means the inability, due to a physical or mental impairment or any other condition, to perform the essential functions of Participant’s job, with or without a reasonable accommodation, for thirty (30) consecutive calendar days or for ninety (90) calendar days during any twelve (12)-month period irrespective of whether such days are consecutive, as determined by the Administrator.

“Effective Date” means October 15, 2012.

“Eligible Individual” means (i) an officer or employee of the Company or any of its Subsidiaries, and (ii) Stephen J. Cloobeck, David F. Palmer and Lowell D. Kraff in connection with the Awards to be granted to such individuals in lieu of, and not in addition to, the option grants outlined in that certain letter agreement, dated July 21, 2011, by and among the Company, Wellington, Guggenheim, Silver Rock, CDP and 1818 Partners (each as defined therein).

“Employer” means the Company, DRC or any of their Affiliates.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

“Fair Market Value” means, as of any given date, the fair market value of the Unit as determined by the Administrator or under procedures established by the Administrator.

“LLC Agreement” means the Fifth Amended and Restated Operating Agreement of the Company, effective as of October 15, 2012, as such agreement may be subsequently amended in accordance with its terms.

“Participant” means a person granted an Award.

“Public Offering” means any sale of equity securities of the Company or DRC pursuant to a firm commitment underwritten offering (or series of related offerings) by the Company or DRC (or any of their respective successor entities) to the public pursuant to an effective registration statement under the Securities Act, which is underwritten by a nationally recognized investment bank.

“Representative” means (i) the person or entity acting as the executor or administrator of a Participant’s estate pursuant to the last will and testament of a Participant or pursuant to the laws of the jurisdiction in which the Participant had his or her primary residence at the

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the Commission promulgated thereunder.

“Subsidiary” means any company during any period in which it is a “subsidiary corporation” (as such term is defined in Section 424(f) of the Code) with respect to the Company.

“Unit” means a Class B Unit in the Company, having such terms, rights and obligations as set forth in the LLC Agreement.

“Unit Award” means an Award made in Units.