SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Diamond Resorts International, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

25272T 104

(CUSIP Number)

Stephen J. Cloobeck

10600 West Charleston Boulevard

Las Vegas, NV 89135

(702) 684-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 24, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 11 Pages)

CUSIP No. 25272T104 13D Page 2 of 11

1	Names of reporting persons Cloobeck Diamond Parent, LLC
2	Check the appropriate box if a member of a group (a)  x        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Nevada
Number of shares beneficially owned by each reporting person with		7	Sole voting power     16,626,397
		8	Shared voting power     0
		9	Sole dispositive power     16,626,397
		10	Shared dispositive power     0
11	Aggregate amount beneficially owned by each reporting person     16,626,397
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     22.04% (1)
14	Type of reporting person     OO

(1) Based on 75,447,688 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D.

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1	Names of reporting persons The Chantal Cloobeck Separate Property Trust
2	Check the appropriate box if a member of a group (a)  x        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Nevada
Number of shares beneficially owned by each reporting person with		7	Sole voting power     1,073,949
		8	Shared voting power     0
		9	Sole dispositive power     1,073,949
		10	Shared dispositive power     0
11	Aggregate amount beneficially owned by each reporting person     1,073,949
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     1.42% (2)
14	Type of reporting person     OO

(2) Based on 75,447,688 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D.

CUSIP No. 25272T104 13D Page 4 of 11

1	Names of reporting persons Stephen J. Cloobeck
2	Check the appropriate box if a member of a group (a)  x        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization     United States
Number of shares beneficially owned by each reporting person with		7	Sole voting power     16,741,103 (3)
		8	Shared voting power     6,041,250 (4)
		9	Sole dispositive power     16,741,103 (3)
		10	Shared dispositive power     6,041,250 (4)
11	Aggregate amount beneficially owned by each reporting person     22,782,353 (3)(4)
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     30.15% (5)
14	Type of reporting person     IN

(3) Includes (i) 114,706 shares of common stock issuable upon exercise of an option held by Mr. Cloobeck which is currently vested and (ii) an aggregate of 16,626,397 shares of common stock held by Cloobeck Diamond Parent, LLC, of which Mr. Cloobeck is the sole manager.

(4) Includes 4,535,426 shares of common stock issuable upon exercise of a fully-exercisable call option from DRP Holdco, LLC and 431,875 shares of common stock issuable upon exercise of a fully-exercisable call option from Silver Rock Financial LLC and other entities affiliated therewith; each such call option is held by 1818 Partners, LLC. Mr. Cloobeck is the sole manager of Cloobeck Companies, LLC, a managing member of 1818 Partners, LLC. Also includes 1,073,949 shares of common stock held by The Chantal Cloobeck Separate Property Trust, of which Mr. Cloobeck is the co-managing trustee.

(5) Based on 75,447,688 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D.

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Item 1. Security and Issuer

This statement relates to the common stock, par value $0.01 per share (the “Common Stock”), of Diamond Resorts International, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 10600 West Charleston Boulevard, Las Vegas, Nevada 89135.

Item 2. Identity and Background

This statement is being filed by Cloobeck Diamond Parent, LLC (“CDP”), The Chantal Cloobeck Separate Property Trust (“CCSPT”) and Stephen J. Cloobeck (collectively, the “Reporting Persons”). CDP is a Nevada limited liability company, CCSPT is a Nevada trust and Mr. Cloobeck is a United States citizen.

The principal business address of each of the Reporting Persons is 10600 West Charleston Boulevard, Las Vegas, NV 89135.

Mr. Cloobeck is the sole manager of Cloobeck Companies, LLC, which is a managing member of 1818 Partners, LLC (“1818 Partners”). Mr. Cloobeck is the sole manager of CDP and is the co-managing trustee of CCSPT.

CDP is primarily engaged in the business of holding securities of the Issuer. CCSPT is primarily engaged in the business of holding, managing and distributing the property of CCSPT and the proceeds therefrom. Mr. Cloobeck’s principal occupation or employment is serving as the managing member of Hospitality Management & Consulting Service, LLC, which is primarily engaged in the business of providing management consulting and oversight services to trusts, not-for-profit associations and other similar entities formed to represent interests of owners of time share resort interests in the time share industry. Mr. Cloobeck also serves as Chairman of the Board of the Issuer.

None of the Reporting Persons has, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of the Reporting Persons is deemed to be a member of a “group,” as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-5 promulgated thereunder, as a result of being party to the Stockholders Agreement (as defined herein), as more fully described in Items 4 and 5 hereof.

Item 3. Source and Amount of Funds or Other Consideration.

On July 24, 2013, the Issuer closed the initial public offering (the “IPO”) of an aggregate of 17,825,000 shares of Common Stock at the IPO price of $14.00 per share. In the IPO, the Issuer sold 16,100,000 shares of Common Stock, and Cloobeck Diamond Parent, LLC (“CDP”), in its capacity as a selling stockholder, sold 1,725,000 shares of common stock.

Pursuant to an Exchange Agreement, dated as of July 17, 2013 (the “Exchange Agreement”), by and among the Issuer, Diamond Resorts Parent, LLC (“Diamond LLC”) and the members of Diamond LLC party thereto, in connection with, and immediately prior to the closing of, the IPO, (i) the holders of Class A common units of Diamond LLC contributed all of their Class A common units of Diamond LLC to the Issuer in return for an aggregate of 53,697,402 shares of Common Stock, and (ii) the holders of Class B common units of Diamond LLC contributed all of their Class B common units of Diamond LLC to the Issuer in return for an aggregate of 360,465 shares of Common Stock (collectively, the “Exchange”). Immediately following the consummation of the Exchange, Diamond LLC was merged with and into the Issuer, with the Issuer remaining as the surviving entity.

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Immediately prior to the Exchange, CDP held 474.015 Class A common units and 0.284 Class B common units of Diamond LLC. Upon consummation of the Exchange, CDP received an aggregate of 18,351,397 shares of Common Stock in exchange for such Class A and Class B common units.

Immediately prior to the Exchange, CCSPT held 27.757 Class A common units of Diamond LLC. Upon consummation of the Exchange, CCSPT received 1,073,949 shares of Common Stock in exchange for such Class A common units.

In connection with the closing of the IPO, existing call options held by 1818 Partners representing the right to purchase Class A common units in Diamond LLC were converted, pursuant to the terms of such call options, into call options to purchase (i) 4,535,426 shares of Common Stock from DRP Holdco, LLC (the “DRPH Call Option”) and (ii) 431,875 shares of Common Stock from Silver Rock Financial LLC and other entities affiliated therewith (the “Silver Rock Call Option” and, together with the DRPH Call Option, the “Call Options”).

On July 18, 2013, for services rendered (or to be rendered) to the Issuer, the Issuer granted to Mr. Cloobeck a stock option to purchase an aggregate of 114,706 shares of Common Stock, with a per share exercise price of $14.00. This option was issued to Mr. Cloobeck as a holder of Class B common units of Diamond LLC, in part to maintain the incentive value intended when the Issuer originally issued Class B common units to Mr. Cloobeck and to provide an incentive for Mr. Cloobeck to continue providing services to the Issuer. The option is fully vested as of the date of this Schedule 13D. The option was granted pursuant to a stock option agreement (the “Stock Option Agreement”) under the Issuer’s 2013 Incentive Compensation Plan (the “Plan”).

The summaries contained herein of the Exchange Agreement, the DRPH Call Option, the Silver Rock Call Option, the Stock Option Agreement and the Plan do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed as Exhibits 1, 2, 3, 4 and 5, respectively, to this Schedule 13D and are incorporated herein by reference.

Item 4. Purpose of Transaction.

The disclosure set forth in Item 3 of this Schedule 13D is incorporated herein by reference.

In connection with the closing of the IPO, each of the Reporting Persons has entered into a Stockholders’ Agreement, dated as of July 17, 2013 (the “Stockholders Agreement”), with other individuals and entities who are now stockholders of the Issuer. The Stockholders Agreement covers an aggregate of 40,119,261 shares of Common Stock, representing approximately 53.2% of the outstanding Common Stock. In addition, CDP and DRP Holdco, LLC (“DRPH”), which beneficially own an aggregate of approximately 22.0% and 15.0%, respectively, of the Common Stock, and are parties to the Stockholders Agreement, entered into a Director Designation Agreement, dated as of July 17, 2013 (the “Director Designation Agreement”), with the Issuer.

Pursuant to the Director Designation Agreement, (i) CDP has the right to designate up to two of the Issuer’s directors, for so long as CDP and its affiliates, collectively, own at least ten percent (10%) of the issued and outstanding shares of Common Stock, and (ii) DRPH has the

CUSIP No. 25272T104 13D Page 7 of 11

right to designate up to two of the Issuer’s directors, for so long as DRPH and its affiliates, collectively, own at least ten percent (10%) of the issued and outstanding shares of Common Stock, provided that, in each case, if the board of directors of the Issuer (the “Board”) determines in good faith, after consultation with outside legal counsel, that the nomination of any such designee would constitute a breach of its fiduciary duties to the Issuer’s stockholders, CDP or DRPH, as applicable, must designate another individual (who will also be subject to the same determination by the Board).

Pursuant to the Stockholders Agreement, each of the parties thereto has agreed to cause the shares of Common Stock held by such party to be voted, at any meeting of stockholders of the Issuer called for such purpose, for the individuals nominated by the Board for election to the Board (including those nominees selected by CDP and DRPH pursuant to the Director Designation Agreement). Each of the parties to the Stockholders Agreement has agreed to appoint Mr. Cloobeck and David F. Palmer as their proxies and attorneys-in-fact to vote their shares of Common Stock in the event that they fail to vote in accordance with the provisions of the Stockholders Agreement. In addition, in the event that any party to the Stockholders Agreement transfers any shares of Common Stock to an affiliate, another party to the Stockholders Agreement or an affiliate of another party to the Stockholders Agreement, the transferee will be required to sign a joinder to the Stockholders Agreement.

As a result of the Stockholders Agreement, the parties thereto are deemed to constitute a “group,” for purposes of the Exchange Act, that holds more than 50% of the Common Stock, and the Issuer will therefore qualify as a “controlled company” under the corporate governance rules of the New York Stock Exchange.

In connection with the closing of the IPO, (i) certain parties to the Stockholders Agreement purchased shares of Common Stock in the IPO pursuant to the directed share program established by the underwriters for the IPO, (ii) each member of the Board who is not an officer or employee of the Issuer, or the Chairman or Vice Chairman of the Board (each such individual, a “Non-Officer Director”) was granted shares of restricted common stock for service on the Board, pursuant to the Issuer’s 2013 Incentive Compensation Plan, and (iii) each Non-Officer Director received shares of fully vested Common Stock in lieu of the cash retainer to which such Non-Officer Director was otherwise entitled, pursuant to the Non-Officer Director Share Accumulation Program adopted as part of the Issuer’s 2013 Incentive Compensation Plan. Pursuant to the Non-Officer Director Share Accumulation Program, each Non-Officer Director is entitled to elect to utilize all or a portion of his annual retainer fee to acquire shares of Common Stock.

The transactions contemplated by the Stockholders Agreement and the Director Designation Agreement may result in certain actions specified in Items 4(a) through (j) of Schedule 13D, including changes in the Board. Mr. Cloobeck is, and will be, the Chairman of the Board of the Issuer. In his capacity as Chairman of the Board, Mr. Cloobeck is and will be significantly involved in the affairs of the Issuer and in this capacity could take actions that relate to or would result in the matters set forth in Items 4(b) through (j) of Schedule 13D. Furthermore, as stockholders of the Issuer, on an ongoing basis, the Reporting Persons will review the Issuer’s operating, management, business affairs, capital needs and general industry and economic conditions, and, based on such review, the Reporting Persons may, from time to time, determine to increase or decrease their ownership of Common Stock, vote to approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D. Except as otherwise provided herein, the Reporting Persons currently have no intention of engaging in any of the events set forth in Items 4(a) through (j) of Schedule 13D.

CUSIP No. 25272T104 13D Page 8 of 11

The summaries contained herein of the Stockholders Agreement and the Director Designation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are included as Exhibits 6 and 7, respectively, to this Schedule 13D and are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 22,782,353 shares of Common Stock, representing approximately 30.15% of the Issuer’s outstanding Common Stock (based on 75,447,688 shares of Common Stock outstanding).

(b) Mr. Cloobeck has sole voting power and sole dispositive power with regard to (i) 114,706 shares of Common Stock underlying options held by him and (ii) 16,626,397 shares of Common Stock held by CDP, of which Mr. Cloobeck is the sole manager. Mr. Cloobeck has shared voting power and shared dispositive power with regard to (A) 4,967,301 shares of Common Stock underlying the Call Options held by 1818 Partners, as the sole manager of Cloobeck Companies, LLC, which is one of the managing members of 1818 Partners, and (B) 1,073,949 shares of Common Stock held by CCSPT, of which he is the co-managing trustee. CDP has sole voting power and sole dispositive power with regard to 16,626,397 shares of Common Stock held by it. CCSPT has sole voting power and sole dispositive power with regard to 1,073,949 shares of Common Stock held by it.

The share ownership reported for the Reporting Persons does not include any shares of Common Stock owned by the other parties to the Stockholders Agreement, except to the extent disclosed in this Schedule 13D. Each of the Reporting Persons is deemed to be a member of a “group” for purposes of the Exchange Act with the other parties to the Stockholders Agreement. Each of the Reporting Persons disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement, except to the extent disclosed in this Schedule 13D.

(c) No transactions in the Common Stock have been effected by any of the Reporting Persons within the past 60 days, except as disclosed under Item 3 of this Schedule 13D, all of which disclosures are incorporated herein by reference.

(d) With respect to the 4,535,426 shares of Common Stock underlying the DRPH Call Option held by 1818 Partners, DRPH currently has the power to direct the receipt of dividends from such shares of Common Stock. With respect to the 431,875 shares of Common Stock underlying the Silver Rock Call Option, Silver Rock Financial LLC and other entities affiliated therewith have the power to direct the receipt of dividends from such shares of Common Stock. Upon exercise of the Call Options by 1818 Partners, Cloobeck Companies, LLC will share the power to direct the receipt of dividends from, or the proceeds from the sale of, the underlying shares of Common Stock with Chautauqua Management, LLC and Praesumo Partners, LLC, the other managing members of 1818 Partners.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The responses set forth in Items 3 and 4 of this Schedule 13D are hereby incorporated by reference.

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Each of the Issuer’s officers, directors and principal stockholders (including each of the Reporting Persons) has executed a Lock-Up Agreement (each, a “Lock-Up Agreement” and, collectively, the “Lock-Up Agreements”). Each of the Lock-Up Agreements provides that the party thereto will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC, for a period of 180 days after July 18, 2013 (which 180-day period is subject to extension under certain specified conditions).

Each of the Reporting Persons is party to that certain Second Amended and Restated Registration Rights Agreement, dated as of July 21, 2011 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuer has agreed to provide to DRPH, stockholders related to Wellington Management Company, LLP and stockholders related to Silver Rock Financial LLC (collectively, the “Demand Rights Investors”) certain demand registration rights that entitle the Demand Rights Investors (subject to certain minimum thresholds for ownership of Common Stock, limitations on the number of demand registrations that can be requested and customary cutbacks) to require that the Issuer register all or part of the shares of Common Stock held by the Demand Rights Investors. In addition, pursuant to the Registration Rights Agreement, the Issuer has agreed to provide to the parties thereto, including each of the Reporting Persons, certain piggyback registration rights with respect to the Common Stock, subject to customary cutbacks.

Descriptions and summaries of the Lock-Up Agreements and the Registration Rights Agreement set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are included as Exhibits 8 and 9, respectively, to this Schedule 13D and are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits:

1. Form of Exchange Agreement (incorporated by reference to Exhibit 10.42 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Issuer on July 9, 2013)

2. Call Option Agreement, effective as of July 21, 2011, by and among DRP Holdco, LLC, 1818 Partners, LLC and, solely for the purposes set forth in Sections 7, 8 and 9 thereof, Diamond Resorts Parent, LLC*

3. Call Option Agreement, effective as of July 21, 2011, by and among Silver Rock Financial LLC, IN-FP1 LLC, BDIF LLC, CM-NP LLC, 1818 Partners, LLC and, solely for the purposes set forth in Sections 7, 8 and 9 thereof, Diamond Resorts Parent, LLC*

4. Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.49 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Issuer on July 9, 2013)

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5. Diamond Resorts International, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.48 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Issuer on July 9, 2013)

6. Form of Stockholders Agreement (incorporated by reference to Exhibit 10.45 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Issuer on July 9, 2013)

7. Director Designation Agreement (incorporated by reference to Exhibit 10.44 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Issuer on July 9, 2013)

8. Form of Lock-Up Agreement (incorporated by reference to Exhibit B to Exhibit 1.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Issuer on July 9, 2013)

9. Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to Diamond Resorts Corporation’s Current Report on Form 8-K filed by the Issuer on July 26, 2011)

10. Joint Filing Agreement of the Reporting Persons*

11. Power of Attorney for Stephen J. Cloobeck (incorporated by reference to Exhibit A to the Form 3 filed by Stephen J. Cloobeck, Cloobeck Diamond Parent, LLC and The Chantal Cloobeck Separate Property Trust on July 18, 2013)

12. Power of Attorney for Cloobeck Diamond Parent, LLC (incorporated by reference to Exhibit B to the Form 3 filed by Stephen J. Cloobeck, Cloobeck Diamond Parent, LLC and The Chantal Cloobeck Separate Property Trust on July 18, 2013)

13. Power of Attorney for The Chantal Cloobeck Separate Property Trust (incorporated by reference to Exhibit C to the Form 3 filed by Stephen J. Cloobeck, Cloobeck Diamond Parent, LLC and The Chantal Cloobeck Separate Property Trust on July 18, 2013)

* Filed herewith

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 5, 2013

CLOOBECK DIAMOND PARENT, LLC

/s/ Jared T. Finkelstein, as attorney-in-fact for Cloobeck Diamond Parent, LLC

Jared T. Finkelstein, attorney-in-fact for Cloobeck Diamond Parent, LLC

THE CHANTAL CLOOBECK SEPARATE PROPERTY TRUST

/s/ Jared T. Finkelstein, as attorney-in-fact for The Chantal Cloobeck Separate Property Trust

Jared T. Finkelstein, attorney-in-fact for The Chantal Cloobeck Separate Property Trust

/s/ Jared T. Finkelstein, as attorney-in-fact for Stephen J. Cloobeck

Jared T. Finkelstein, attorney-in-fact for Stephen J. Cloobeck

EX-99.2

Execution Version

CALL OPTION AGREEMENT

THIS CALL OPTION AGREEMENT (this “Agreement”) is effective as of July 21, 2011 (the “Effective Date”), by and among (i) DRP Holdco, LLC, a Delaware limited liability company (“Unitholder”), (ii) 1818 Partners, LLC, a Nevada limited liability company (the “Optionholder”), (iii) solely for the purposes of Sections 4(b) and 8, the equityholders of Optionholder listed on the signature page hereto (the “Equityholders”), and (iv) solely for the purposes set forth in Sections 7, 8 and 9, Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”).

R E C I T A L S:

WHEREAS, the Unitholder desires to grant the Optionholder an option to purchase certain Common Units of the Company from the Unitholder on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Call Option. The Unitholder hereby grant the Optionholder an option (the “Call Option”) to purchase up to 117.220 Units (the “Units”), or any portion thereof, from the Unitholder for $485,948.44 per Unit (the “Exercise Price per Unit”). The Optionholder may (but shall not be obligated to) exercise the Call Option, in its sole discretion, as provided in Section 2 from the Effective Date through and including July 21, 2016 (the “Expiration Date”). In the event the Optionholder does not exercise the Call Option in full by the Expiration Date, the unexercised portion of the Call Option, and this Agreement, shall terminate and shall be of no force or further effect.

2. Manner of Exercise.

On and after the Effective Date, Optionholder may, from time to time prior to the Expiration Date:

(a) elect to exercise the Call Option to purchase for cash some or all of the number of Units remaining subject to this Agreement from the Unitholder by delivering a written notice (“Cash Exercise Notice”) to the Unitholder. A Cash Exercise Notice shall state that Optionholder is exercising the Call Option and the aggregate number of Units that the Optionholder desires to purchase from the Unitholder, which number shall not exceed the number of Units then remaining subject to the Call Option. The Unitholder shall be obligated to sell to the Optionholder the number of Units specified in such Cash Exercise Notice (but not more than the number of Units then remaining subject to the Call Option) for an aggregate amount (the “Exercise Price”) equal to product of (i) the number of Units to be so sold by the Unitholder, and (ii) the Exercise Price per Unit. The date on which the Optionholder exercises

the Call Option (in whole or in part) under this Section 2(a) shall be referred to herein as a “Closing Date.” On the Closing Date for such exercise, the Optionholder shall deliver to the Unitholder the Exercise Price then payable by wire transfer of immediately available funds to an account specified by the Unitholder, and the Unitholder will transfer to the Optionholder the Units subject to the Cash Exercise Notice free and clear of all claims, liens or encumbrances from any third parties other than any restrictions imposed on the Units by the LLC Agreement, the Securityholders Agreement or state or federal securities laws.

(b) elect to receive the Net Units (as hereinafter defined) by delivering a written notice (“Unit Exercise Notice”) to the Unitholder. A Unit Exercise Notice shall state that Optionholder is exercising the Call Option and the aggregate number of Units in respect of which the Call Option is being exercised, which number shall not exceed the number of Units then remaining subject to the Call Option. The Unitholder shall deliver to the Optionholder the Net Units on the business day immediately following the business day such notice is received (provided such notice is received prior to 5:00 p.m. New York time on such business day and otherwise on the second business day following such receipt), free and clear of all claims, liens or encumbrances from any third parties other than any restrictions imposed on the Units by the LLC Agreement, the Securityholders Agreement or state or federal securities laws. For purposes of this Section 2(b), the following terms shall have the respective meanings indicated below:

“Fair Market Value per Unit” as of any date shall mean:

(i) if the Units (or their equivalent) are then listed or quoted on a national securities exchange, the last reported (closing) price per Unit on such exchange as of 4:00 p.m. Eastern Time on such date;

(ii) if clause (i) is not applicable and the Units (or their equivalent) are then quoted on any tier of the OTC Markets (or successor thereto), the average of the last reported (closing) bid and ask prices per Unit as of 4:00 p.m. Eastern Time on such date as reported by OTC Markets Group Inc. (or successor thereto); or

(iii) if neither clause (i) nor clause (ii) above is applicable and prices for the Units (or their equivalent) with respect to trading in the over-the-counter market are reported by Bloomberg Financial Markets (or successor thereto) (“Bloomberg”), the average of the last reported (closing) bid and ask prices per Unit as of 4:00 p.m. Eastern Time on such date as reported by Bloomberg; and

(iv) if none of clauses (i), (ii) or (iii) above are applicable, the fair market value per Unit on such date as established in good faith by the Company’s Board of Managers (or successor thereto);

provided, however, that, as to all of the foregoing, if the Call Option is deemed exercised as a result of the provisions of Section 8, then Fair Market Value per Unit shall mean the transaction consideration per Unit in such transaction.

2

“Net Units” means the result obtained by dividing:

(i) the product of (x) the number of Units covered by a Unit Exercise Notice multiplied by (y) the difference obtained by subtracting the Exercise Price per Unit from the Fair Market Value per Unit (provided, if such difference is less than zero, such difference shall be deemed to be zero) by

(ii) the Fair Market Value per Unit.

Notwithstanding the foregoing provisions of this Section 2, the Call Option may not be exercised during the period covered by any holdback agreement (the “IPO Holdback Agreement”) executed by the Unitholder in connection with the initial public offering of the Company’s (or its successor’s) securities.

Any exercise of the Call Option shall be accompanied by satisfactory evidence that Optionholder is, or has agreed to become through the execution of a joinder agreement, a party to the Securityholders Agreement.

3. Successor Securities; Adjustment of Numbers. In the event that, at any time after the Effective Date, the Units are converted into Successor Stock or any other securities pursuant to Section 13 of the LLC Agreement, the terms of this Agreement shall apply to the Successor Stock or such other securities. All numbers set forth herein that refer to Units (including, but not limited to, price per Unit) will be appropriately adjusted to reflect unit splits, combinations of units and other recapitalizations affecting the Units. If any capital reorganization or reclassification of the Units is effected in such a way that the holders of Units are entitled to receive securities (including Successor Stock) or other assets (including cash (but excluding any distributions in respect of taxes on Company income attributable to the Units and any ordinary cash dividends on any Successor Stock)) with respect to or in exchange for Units, then the provisions hereof (including, without limitation, the calculation of the Exercise Price upon exercise of the Call Option) shall be appropriately adjusted so that the terms hereof and the rights of the Optionholder hereunder shall be applicable as nearly as possible in relation to any such securities (including Successor Stock) or other assets in lieu of the Units. In the event that the Units are exchanged for, or converted into, Successor Stock, then any fractional shares that would be deliverable upon the exercise of the Call Option but for this sentence shall be deemed eliminated from this Agreement and the shares deliverable by a Unitholder shall be rounded down to the nearest whole number.

4. Representation and Warranties of the Unitholder; Covenants.

(a) The Unitholder hereby represents and warrants to the Optionholder as follows:

(i) The Unitholder is validly organized and existing and in good standing under the laws of the state of its organization and has full power and authority to enter into and to perform its obligations under this Agreement.

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(ii) The Unitholder’s execution, delivery and performance of this Agreement have been duly authorized by all necessary limited liability company action, and this Agreement constitutes the legal, valid and binding obligation of the Unitholder, enforceable against the Unitholder in accordance with its terms, subject to limitations as to enforceability which might result from bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and subject to limitations on the availability of equitable remedies.

(iii) The Unitholder’s execution, delivery and performance of this Agreement will not (x) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to the Unitholder, (y) violate or contravene any provision of the Unitholder’s organizational documents, or (z) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which the Unitholder is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder.

(iv) The Unitholder’s Units subject to this Agreement are set forth in Section 1 above, and the Unitholder is, and at any Closing Date will be, the sole owner, beneficially and of record, of such Units, free and clear of all liens, encumbrances, security agreements and restrictions other than any restrictions imposed on the Units by the LLC Agreement, the Securityholders Agreement and state or federal securities laws.

(v) The Unitholder does not own and has not issued any other options, warrants or entitlements to any of the Units subject to this Agreement.

(b) The Optionholder and each of the Equityholders hereby jointly and severally represent and warrant to the Unitholder that they have such knowledge and experience in investing in securities generally, and such knowledge and experience with respect to the Company’s operations, financial position and risks in particular, so as to understand the risks and merits of investing in the Units.

(c) The Unitholder hereby covenants to the Optionholder that, from and after the Effective Date and until the Expiration Date, the Unitholder:

(i) will not transfer or sell, or grant, create or permit to exist any tax, lien, security interest, charge or other encumbrance with respect to the Units subject to this Agreement (the “Subject Units”) (provided that the Unitholder shall be permitted to exchange the Subject Units for Successor Stock or other securities pursuant to Article 13 of the LLC Agreement and the terms of this Agreement shall continue to apply to such Successor Stock or other securities and shall be permitted to enter into any IPO Holdback Agreement) other than those arising under the LLC Agreement, the Securityholders Agreement and state or federal securities laws. Notwithstanding the following, the Subject Units will be reduced to reflect any partial exercise of the Call Option;

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(ii) will inform the Optionholder of any contemplated transfer of any of the Subject Units held by the Unitholder (which shall not affect the restrictions imposed by the immediately preceding paragraph (i)); and

(iii) will not take any voluntary action, or avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Unitholder, but will at all times in good faith assist in the carrying out of all the provisions of this Agreement.

5. Bring-Down of Representations and Warranties. The Unitholder hereby agrees that the representations and warranties set forth above in Section 4(a) shall be true and correct as of each Closing Date and as of any delivery of Net Units as though then made and as though such date was substituted for the date of this Agreement throughout such representations and warranties.

6. Transfer/Assignment Restrictions. The Optionholder shall not transfer, sell or convey the Call Option, or assign its rights or obligations under this Agreement, to any Person other than any of the Equityholders as of the Effective Date. In the event that the Optionholder transfers, sells or conveys the Call Option to a permitted transferee, such transferee shall expressly assume the terms and conditions of this Agreement. The Optionholder shall deliver written notice of any such transfer, including a copy of the instrument of transfer or assignment and the assumption by the transferee of the terms and conditions of this Agreement, to the Unitholder; and, in the absence of any such notice, the Unitholder shall be entitled to treat the Optionholder as the holder hereof for all purposes.

7. Transfer Registration. The Company hereby agrees to register any transfer of Units in its books and records, and such transfer shall be reflected in the LLC Agreement, in connection with any exercise of the Call Option in accordance with its terms.

8. Sale of Company. Upon a merger, consolidation, or sale or conveyance of all or substantially all of the Common Units, or all or substantially all of the assets, of the Company to any Person or other transaction that is effected in a way that holders of Common Units are entitled to receive (either directly or indirectly upon subsequent liquidation) cash, stock, securities, assets or other consideration with respect to, or in exchange for, Common Units, the Optionholder shall be deemed to have elected to exercise the Call Option in full as provided in Section 2(b) as of the closing of such merger, consolidation, sale, conveyance or other transaction and shall be entitled to receive the cash, stock, securities, assets or other consideration specified in such transaction in respect of the Net Units. The Company shall assist the Optionholder to receive such consideration in respect of the Net Units.

9. Registration Rights. Upon any transfer of the Units to the Optionholder pursuant to Section 2, all rights and obligations of the Unitholder with respect to the transferred

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Units under the Registration Rights Agreement shall immediately, and without further action, be transferred and assigned to Optionholder without representation or warranty as to the transferability of such rights or the nature of the rights so transferred; provided, that such rights shall be retained by the Unitholder if such rights are not severable between the transferred Units and the Units retained by the Unitholder. Any such transfer shall be conditioned upon Optionholder executing any required joinder to said Registration Rights Agreement.

10. Withholding Indemnification.

(a) The Optionholder and the Equityholders shall jointly and severally indemnify the Unitholder for any tax withholding amount (including interest and penalties and any and all expenses (including reasonable attorney and accountant fees) associated with any and all proceedings relating to such withholding amount) actually paid by the Unitholder (or any of its affiliates) resulting from any exercise of the Call Option by the Optionholder pursuant to this Agreement. Any such indemnification shall be paid upon a current basis as indemnifiable amounts are incurred, whether or not such indemnifiable amounts were correctly or legally imposed or asserted by the relevant governmental authority.

(b) Whenever the Unitholder or the Company becomes aware of an issue which either party believes could give rise to payment or indemnification by the Optionholder or the Equityholders under this Section 10, the Unitholder or the Company (as the case may be) shall promptly give notice of the issue to the Optionholder. The Optionholder and its representatives, at the Optionholder’s expense, shall be entitled to participate in all conferences, meetings or proceedings with the Internal Revenue Service or other taxing authority with respect to such issue and shall have the right to control any such proceeding, at its own expense, to the extent relating to indemnifiable amounts. Notwithstanding the foregoing, the Unitholder shall have the right (but not the obligation) to pay at any time any amounts asserted to be due by the relevant governmental authority and, if a payment or payments are so made by the Unitholder, (i) the Unitholder shall be promptly reimbursed for such payment as an indemnified amount and (ii) the Optionholder shall have the right to control any resulting refund proceeding, at its own expense.

11. Definitions. Capitalized terms used, but not defined in this Agreement, shall have the meaning set forth in the LLC Agreement, In addition, the following terms have the meaning set forth below:

“LLC Agreement” means the Fourth Amended and Restated Operating Agreement of the Company, dated as of the 21^st of July, 2011, as the same may be amended, restated or replaced in accordance with its terms.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated association, corporation, other entity or government (whether federal, provincial, state, county, city or otherwise, including, but not limited to, any instrumentality, division, agency or department thereof).

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“Registration Rights Agreement” means that certain Second Amended and Restated Registration Rights Agreement dated as of July 21, 2011 by and among the Company and the other parties thereto, as the same may be amended, restated or replaced in accordance with its terms.

“Securityholders Agreement” means the Fourth Amended and Restated Securityholders Agreement dated as of July 21, 2011 by and among the Company and the other parties thereto, as the same may be amended, restated or replaced (including by any successor or replacement stockholders agreement applicable to Successor Stock).

12. Notices. Any notices, consents or other communication required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by facsimile transmission to the parties or (d) or mail at the addresses as set forth below or at such other addresses as may be furnished in writing.

To the Optionholder:

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

To Guggenheim:

DRP Holdco, LLC

330 Madison Avenue – 10^th Floor

New York, New York 10017

Attention: Kaitlin Trinh

Facsimile: (212) 644-8396

with copies, which shall not constitute notice, to:

Guggenheim Partners

100 Wilshire Boulevard – Suite 500

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Santa Monica, California 90401

Attention: Zachary D. Warren

Facsimile: (310) 576-1271

and

Guggenheim Investment Management, LLC

330 Madison Avenue – 10^th Floor

New York, New York 10017

Attention: William Hagner

Facsimile: (212) 644-8396

and

Sidley Austin LLP

One South Dearborn

Chicago, IL 60603

Attention: Richard W. Astle

Facsimile: (312) 853-7036

To DRP:

Diamond Resorts 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

Date of service of such notice shall be (x) the date such notice is personally delivered, (y) the next succeeding business day after date of delivery to the overnight courier if sent by overnight courier, or (z) the next succeeding business day after machine confirmation of transmission by facsimile.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of law.

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14. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein.

15. Amendment; Waiver. This Agreement cannot be terminated, altered or amended except pursuant to an instrument in writing signed by the each of Unitholder and the Optionholder, except that any of the terms or provisions of this Agreement may be waived in writing at any time by the party which is entitled to the benefits of such waived terms or provisions. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver or any other provision hereof (whether or not similar).

16. Third Parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, personal representatives, successors and permitted assigns.

17. Enforceability. If any provision of the Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement, and the Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.

18. Counterparts. This Agreement may be executed in one or more original, facsimile or PDF counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute one and the same instrument.

19. Headings. The headings of sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the date first above written.

THE UNITHOLDER:
DRP HOLDCO, LLC
By:	/s/ Zachary D. Warren
	Name:	Zachary D. Warren
	Title:	Authorized Person

[signature pages continue]

[Signature Page to Call Option Agreement]

THE OPTIONHOLDER:
1818 PARTNERS, LLC
By:	Chautauqua Management, LLC
Its:	Member
By:	/s/ David F. Palmer
Name:	David F. Palmer
Its:	Sole Manager
EQUITYHOLDERS OF OPTIONHOLDER:
CHAUTAUQUA MANAGEMENT, LLC
By:	/s/ David F. Palmer
	Name:	David F. Palmer
	Its:	Sole Manager
PRAESUMO PARTNERS, LLC
By:	/s/ Lowell D. Kraff
	Name:	Lowell D. Kraff
	Its:	Managing Member
CLOOBECK COMPANIES, LLC
By:	/s/ Stephen J. Cloobeck
	Name:	Stephen J. Cloobeck
	Its:	Sole Manager

[Signature Page to Call Option Agreement]

THE COMPANY:
DIAMOND RESORTS PARENT, LLC
By:	/s/ David F. Palmer
Name:	David F. Palmer
Its:	President

[Signature Page to Call Option Agreement]

EX-99.3

CALL OPTION AGREEMENT

THIS CALL OPTION AGREEMENT (this “Agreement”) is effective as of July 21, 2011 (the “Effective Date”), by and among (i) Silver Rock Financial LLC, a Delaware limited liability company, IN – FP1 LLC, a Delaware limited liability company, BDIF LLC, a Delaware limited liability company, and CM – NP LLC, a Delaware limited liability company (collectively, the “Silver Rock Entities”), (ii) 1818 Partners, LLC, a Nevada limited liability company (the “Optionholder”), (iii) solely for the purposes of Sections 4(b) and 8, the equityholders of Optionholder listed on the signature page hereto (the “Equityholders”), and (iv) solely for the purposes set forth in Sections 7, 8 and 9, Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”).

R E C I T A L S:

WHEREAS, each Silver Rock Entity (each a “Unitholder” and, collectively, the “Unitholders”) desires to grant the Optionholder an option to purchase certain Common Units of the Company from such Unitholder on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Call Option. The Unitholders hereby grant the Optionholder an option (the “Call Option”) to purchase up to 11.162 Units (the “Units”), or any portion thereof, from the Unitholders for $485,948.44 per Unit (the “Exercise Price per Unit”) on a pro rata basis from each Unitholder as specified on Schedule 1 hereto. The Optionholder may (but shall not be obligated to) exercise the Call Option, in its sole discretion, as provided in Section 2 from the Effective Date through and including July 21, 2016 (the “Expiration Date”). In the event the Optionholder does not exercise the Call Option in full by the Expiration Date, the unexercised portion of the Call Option, and this Agreement, shall terminate and shall be of no force or further effect.

2. Manner of Exercise.

On and after the Effective Date, Optionholder may, from time to time prior to the Expiration Date: elect to exercise the Call Option to purchase for cash some or all of the number of Units remaining subject to this Agreement from each Unitholder on a pro rata basis from each Unitholder as provided in Schedule 1 by delivering a written notice (“Cash Exercise Notice”) to such Unitholder, which number shall not exceed the number of Units then remaining subject to the Call Option. A Cash Exercise Notice shall state that Optionholder is exercising the Call Option and the aggregate number of Units that the Optionholder desires to purchase from the Unitholders. Each Unitholder shall be obligated to sell to the Optionholder such Unitholder’s pro rata share (as provided in Schedule 1) of such aggregate number of Units specified in such Cash Exercise Notice (but not more than the number of Units then remaining subject to the Call Option) for an aggregate amount (the “Exercise Price”) equal to the product of (i) the number of

Units to be so sold by such Unitholder, and (ii) the Exercise Price per Unit. The date on which the Optionholder exercises the Call Option (in whole or in part) under this Section 2(a) shall be referred to herein as a “Closing Date.” On the Closing Date for such exercise, the Optionholder shall deliver to each Unitholder the applicable portion of the Exercise Price then payable by wire transfer of immediately available funds to an account specified by such Unitholder, and each Unitholder will transfer to the Optionholder the Units subject to the Call Notice free and clear of all claims, liens or encumbrances from any third parties other than any restrictions imposed on the Units by the LLC Agreement, the Securityholders Agreement or state or federal securities laws.

3. Successor Securities; Adjustment of Numbers. In the event that, at any time after the Effective Date, the Units are converted into Successor Stock or any other securities pursuant to Section 13 of the LLC Agreement, the terms of this Agreement shall apply to the Successor Stock or such other securities. All numbers set forth herein that refer to Units (including, but not limited to, price per Unit) will be appropriately adjusted to reflect unit splits, combinations of units and other recapitalizations affecting the Units. If any capital reorganization or reclassification of the Units is effected in such a way that the holders of Units are entitled to receive securities (including cash, but excluding any distributions in respect of taxes on Company income attributable to the Units and any ordinary cash dividends on any Successor Stock) with respect to or in exchange for Units, then the provisions hereof (including, without limitation, the calculation of the Exercise Price upon exercise of the Call Option) shall be appropriately adjusted so that the terms hereof and the rights of the Optionholder hereunder shall be applicable as nearly as possible in relation to any such securities (including Successor Stock) or other assets in lieu of the Units. In the event that the Units are exchanged for, or converted into, Successor Stock, then any fractional shares that would be deliverable upon the exercise of the Call Option but for this sentence shall be deemed eliminated from this Agreement and the shares deliverable by a Unitholder shall be rounded down to the nearest whole number.

4. Representation and Warranties of the Unitholders; Covenants.

(a) Each Unitholder hereby represents and warrants to the Optionholder as follows:

(i) Such Unitholder is validly organized and existing and in good standing under the laws of the state of its organization and has full power and authority to enter into and to perform its obligations under this Agreement.

(ii) Such Unitholder’s execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate, partnership or limited liability company, as the case may be, action, and this Agreement constitutes the legal, valid and binding obligation of the Unitholder, enforceable against the Unitholder in accordance with its terms, subject to limitations as to enforceability which might result from bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and subject to limitations on the availability of equitable remedies.

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(iii) Such Unitholder’s execution, delivery and performance of this Agreement will not (x) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to the Unitholder, (y) violate or contravene any provision of the Unitholder’s organizational documents, or (z) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which the Unitholder is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder.

(iv) Such Unitholder’s Units subject to this Agreement are set forth in Section 1 above, and the Unitholder is, and at any Closing Date will be, the sole owner, beneficially and of record, of such Units, free and clear of all liens, encumbrances, security agreements and restrictions other than any restrictions imposed on the Units by the LLC Agreement, the Securityholders Agreement and state or federal securities laws.

(v) Such Unitholder does not own and has not issued any other options, warrants or entitlements to any of the Units subject to this Agreement.

(b) The Optionholder and each of the Equityholders hereby jointly and severally represent and warrant to each Unitholder that they have such knowledge and experience in investing in securities generally, and such knowledge and experience with respect to the Company’s operations, financial position and risks in particular, so as to understand the risks and merits of investing in the Units.

(c) Each Unitholder hereby covenants to the Optionholder that, from and after the Effective Date and until the Expiration Date, such Unitholder:

(i) will not transfer or sell, or grant, create or permit to exist any tax, lien, security interest, charge or other encumbrance with respect to the Units subject to this Agreement (the “Subject Units”) (provided that the Unitholder shall be permitted to exchange the Subject Units for Successor Stock or other securities pursuant to Article 13 of the LLC Agreement and the terms of this Agreement shall continue to apply to such Successor Stock or other securities and shall be permitted to enter into any IPO Holdback Agreement) other than those arising under the LLC Agreement, the Securityholders Agreement and state or federal securities laws. Notwithstanding the following, the Subject Units will be reduced proportionately to reflect any partial exercise of the Call Option;

(ii) will inform the Optionholder of any contemplated transfer of any of the Subject Units held by such Unitholder (which shall not affect the restrictions imposed by the immediately preceding paragraph (i)); and

(iii) will not take any voluntary action, or avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by such Unitholder, but will at all times in good faith assist in the carrying out of all the provisions of this Agreement.

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5. Bring-Down of Representations and Warranties. Each Unitholder hereby agrees that the representations and warranties set forth above in Section 4(a) shall be true and correct as of each Closing Date as though then made and as though such date was substituted for the date of this Agreement throughout such representations and warranties.

6. Transfer/Assignment Restrictions. The Optionholder shall not transfer, sell or convey the Call Option, or assign its rights or obligations under this Agreement, to any Person other than any of its Equityholders as of the Effective Date. In the event that the Optionholder transfers, sells or conveys the Call Option to a permitted transferee, such transferee shall expressly assume the terms and conditions of this Agreement. The Optionholder shall deliver written notice of any such transfer, including a copy of the instrument of transfer or assignment and the assumption by the transferee of the terms and conditions of this Agreement, to the Unitholder; and, in the absence of any such notice, the Unitholders shall be entitled to treat the Optionholder as the holder hereof for all purposes.

7. Transfer Registration. The Company hereby agrees to register any transfer of Units in its books and records, and such transfer shall be reflected in the LLC Agreement, in connection with any exercise of the Call Option in accordance with its terms.

8. Sale of Company. Upon a merger, consolidation, or sale or conveyance of all or substantially all of the Common Units, or all or substantially all of the assets, of the Company to any Person or other transaction that is effected in a way that holders of Common Units are entitled to receive (either directly or indirectly upon subsequent liquidation) cash, stock, securities, assets or other consideration with respect to, or in exchange for, Common Units, the Optionholder shall be deemed to have elected to exercise the Call Option in full as provided in Section 2 as of the closing of such merger, consolidation, sale, conveyance or other transaction; provided that the Optionholder shall be entitled to receive upon such exercise, without payment of any Exercise Price, the cash, stock, securities, assets or other consideration specified in such transaction (free and clear of all claims, liens or encumbrances from any third parties other than any restrictions imposed on the Units by state or federal securities laws) in respect of the number of Units equal to the result obtained by dividing (a) the product of (i) the aggregate number of Units then remaining subject to the Call Option, multiplied by (x) the difference obtained by subtracting the Exercise Price per Unit from the transaction consideration per Unit in such transaction (but in no event less than zero), by (ii) the transaction consideration per Unit in such transaction. The Company shall assist the Optionholder to receive such consideration in respect of such Units.

9. Registration Rights. Upon any transfer of Units to the Optionholder pursuant to Section 2, all rights and obligations of the applicable Unitholder with respect to the transferred

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Units under the Registration Rights Agreement shall immediately, and without further action, be transferred and assigned to Optionholder without representation or warranty as to the transferability of such rights or the nature of the rights so transferred; provided, that such rights shall be retained by such Unitholder if such rights are not severable between the transferred Units and the Units retained by such Unitholder. Any such transfer shall be conditioned upon Optionholder executing any required joinder to said Registration Rights Agreement.

10. Withholding Indemnification.

(a) The Optionholder and the Equityholders shall jointly and severally indemnify each Unitholder for any tax withholding amount (including interest and penalties and any and all expenses (including reasonable attorney and accountant fees) associated with any and all proceedings relating to such withholding amount) actually paid by such Unitholder (or any of its affiliates) resulting from any exercise of the Call Option by the Optionholder with respect to such Unitholder pursuant to this Agreement. Any such indemnification shall be paid upon a current basis as indemnifiable amounts are incurred, whether or not such indemnifiable amounts were correctly or legally imposed or asserted by the relevant governmental authority.

(b) Whenever any Unitholder or the Company becomes aware of an issue which either party believes could give rise to payment or indemnification by the Optionholder or the Equityholders under this Section 8, such Unitholder or the Company (as the case may be) shall promptly give notice of the issue to the Optionholder. At the direction and expense of the Optionholder, the Company or the Unitholder, as applicable, shall contest with the IRS or other taxing authority the imposition or assessment of withholding tax (including interest and penalties). The Optionholder and its representatives, at the Optionholder’s expense, shall be entitled to participate in all conferences, meetings or proceedings with the IRS or other taxing authority with respect to such issue.

11. Definitions. Capitalized terms used, but not defined in this Agreement, shall have the meaning set forth in the LLC Agreement, In addition, the following terms have the meaning set forth below:

“LLC Agreement” means the Fourth Amended and Restated Operating Agreement of the Company, dated as of the 21^st of July, 2011, as the same may be amended, restated or replaced in accordance with its terms.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated association, corporation, other entity or government (whether federal, provincial, state, county, city or otherwise, including, but not limited to, any instrumentality, division, agency or department thereof).

“Registration Rights Agreement” means that certain Second Amended and Restated Registration Rights Agreement dated as of July 21, 2011 by and among the Company and the other parties thereto, as the same may be amended, restated or replaced in accordance with its terms.

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“Securityholders Agreement” means the Fourth Amended and Restated Securityholders Agreement dated as of July 21, 2011 by and among the Company and the other parties thereto, as the same may be amended, restated or replaced (including by any successor or replacement stockholders agreement applicable to Successor Stock).

12. Notices. Any notices, consents or other communication required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by facsimile transmission to the parties or (d) or mail at the addresses as set forth below or at such other addresses as may be furnished in writing.

To the Optionholder:

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

To any Silver Rock Entity:

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

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To DRP:

Diamond Resorts 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

Date of service of such notice shall be (x) the date such notice is personally delivered, (y) the next succeeding business day after date of delivery to the overnight courier if sent by overnight courier, or (z) the next succeeding business day after machine confirmation of transmission by facsimile.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of law.

14. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein.

15. Amendment; Waiver. This Agreement cannot be terminated, altered or amended except pursuant to an instrument in writing signed by the each of the Unitholder and the Optionholder, except that any of the terms or provisions of this Agreement may be waived in writing at any time by the party which is entitled to the benefits of such waived terms or provisions. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver or any other provision hereof (whether or not similar).

16. Third Parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, personal representatives, successors and permitted assigns.

7

17. Enforceability. If any provision of the Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement, and the Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.

18. Counterparts. This Agreement may be executed in one or more original, facsimile or PDF counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute one and the same instrument.

19. Headings. The headings of sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

[signature page follows]

8

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the date first above written.

THE UNITHOLDERS:
SILVER ROCK FINANCIAL LLC
By:	/s/ Jeffrey M. Green
	Name:	Jeffrey M. Green
	Title:	Authorized Signatory
IN – FP1 LLC
By:	/s/ Jeffrey M. Green
	Name:	Jeffrey M. Green
	Title:	Authorized Signatory
BDIF LLC
By:	/s/ Jeffrey M. Green
	Name:	Jeffrey M. Green
	Title:	Authorized Signatory
CM – NP LLC
By:	By:	/s/ Jeffrey M. Green
	Name:	Jeffrey M. Green
	Title:	Authorized Signatory

[signature pages continue]

[Signature Page to Call Option Agreement]

THE OPTIONHOLDER:
1818 PARTNERS, LLC
By:	Chautauqua Management, LLC
Its:	Member
By:	/s/ David F. Palmer
Name:	David F. Palmer
Its:	Sole Manager
EQUITYHOLDERS OF OPTIONHOLDER:
CHAUTAUQUA MANAGEMENT, LLC
By:	/s/ David F. Palmer
	Name:	David F. Palmer
	Its:	Manager
PRAESUMO PARTNERS, LLC
By:	/s/ Lowell D. Kraff
	Name:	Lowell D. Kraff
	Its:	Managing Member
CLOOBECK COMPANIES, LLC
By:	/s/ Stephen J. Cloobeck
	Name:	Stephen J. Cloobeck
	Its:	Manager
THE COMPANY:
DIAMOND RESORTS PARENT, LLC
By:	/s/ David F. Palmer
Name:	David F. Palmer
Its:	President

[Signature Page to Call Option Agreement]

SCHEDULE 1

	Total Common Units Subject to Call Option		Pro Rata Share of Any Exercise
Silver Rock Financial LLC		3.348		30	%
IN – FP1 LLC		2.791		25	%
BDIF LLC		2.791		25	%
CM – NP LLC		2.232		20	%
TOTAL:		11.162		100.00	%

EX-99.10

Exhibit 10

JOINT FILING AGREEMENT

The undersigned hereby agree that this Statement on Schedule 13D, dated the date hereof, with respect to the shares of common stock of Diamond Resorts International, Inc., is, and any amendments thereto signed by the undersigned shall be, filed on behalf of each of the undersigned pursuant to, and in accordance with, the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: August 5, 2013

CLOOBECK DIAMOND PARENT, LLC

/s/ Jared T. Finkelstein, as attorney-in-fact for Cloobeck Diamond Parent, LLC

Jared T. Finkelstein, attorney-in-fact for Cloobeck Diamond Parent, LLC

THE CHANTAL CLOOBECK SEPARATE PROPERTY TRUST

/s/ Jared T. Finkelstein, as attorney-in-fact for The Chantal Cloobeck Separate Property Trust

Jared T. Finkelstein, attorney-in-fact for The Chantal Cloobeck Separate Property Trust

/s/ Jared T. Finkelstein, as attorney-in-fact for Stephen J. Cloobeck

Jared T. Finkelstein, attorney-in-fact for Stephen J. Cloobeck