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IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT ORANGE COUNTY, FLORIDA CIVIL ACTION STATE OF FLORIDA OFFICE OF THE ATTORNEY GENERAL, DEPARTMENT OF LEGAL AFFAIRS, Plaintiff, CASE NO: 2010-CA-16120-0 v. TIMESHARES DIRECT, INC. d/b/a TIMESHARES BY OWNER; JANA L. KLIMEK, an individual; And JEFFREY W. FRANTZ, individual; Defendants. --------------------------------------------------~/ SETTLEMENT AGREEMENT WHEREAS, the Plaintiff STATE OF FLORIDA, OFFICE OF THE ATTORNEY GENERAL, DEPARTMENT OF LEGAL AFFAIRS (hereinafter "Department") brought this action against TIMESHARES DIRECT, INC. d/b/a Timeshares by Owner (hereafter ''TSBO"), JANA L. KLIMEK, and JEFFREY W. FRANTZ (collectively "Defendants") based on allegations of violations of the Florida Unfair and Deceptive Trade Practices Act, Chapter 501, Florida. Statutes ; WHEREAS, the Defendants have disputed liability and wrongdoing; WHEREAS, all parties are mindful of the expense and uncertainty associated with litigation and wish to resolve all claims amicably; and Page 1 of18

WHEREAS, in an effort to resolve the pending disputes between the parties, with no admission of wrongdoing or fault, the parties agree to enter into this Settlement Agreement ("Settlement Agreement"); NOW THEREFOR, the parties agree as follows: I. GENERAL PROVISIONS 1.1 The foregoing recitals are true and correct and reincorporated herein as if fully restated. 1.2 This Court has jurisdiction over the parties in this cause and over the subject matter ofthis action pursuant to section 501.207, Florida Statutes, (2011) and venue in this Court is appropriate. The Court shall retain jurisdiction over the parties and the subject matter to enforce the terms of this Settlement Agreement and to enter such further orders as may be deemed necessary or appropriate. 1.3 The parties agree to comply with all terms and conditions set forth in this Settlement Agreement. 1.4 This Settlement Agreement shall be binding upon the TSBO, its heirs subsidiaries, affiliates, successors, and assigns. If the TSBO merges with or into any other business entity or sell, assign, or otherwise transfer any of its assets to any other business entity, Defendants shall provide reasonable prior notice of this Settlement Agreement to the succeeding business entity or the purchaser, assignee, or transferee and reasonable prior notice of its binding effect upon the successor or surviving corporation, purchaser, assignee, or transferee. 1.5 This Settlement Agreement is an effort to resolve a disputed claim and shall not be deemed an admission of wrongdoing or fault. Page 2 of18

II. DEFINITIONS 2.1 "Advertising" (including "advertisement" and "advertise") is any message disseminated by Defendants which promotes, or is likely to promote, directly or indirectly, any of Defendants' products or services, whether conveyed in writing, visually, or orally: (a) In a newspaper, magazine, periodical, leaflet, flyer, catalog, brochure, circular, manual, report, poster, picture, illustration, drawing, invoice, estimate, contract, form, application, business card, letterhead, telefacsimile material, direct mail literature, telephone book, or any other written graphic, pictorial illustration, or printed material; (b) On any recording, radio, television, video, computer, public address system, by telephonic transmission, telefacsimile, internet or telecopier transmission, or during any other transmission; (c) On any inside or outside sign or display, window display, bumper or window sticker, decal, label, or bulletin board; (d) (e) In any point-of-sale literature, price tag, sign, or billboard; and During any in-person appearance or otherwise during any in-person contact with the public or segment thereof 2.2 "Clear and Conspicuous" (including "clearly and conspicuously") shall be defined consistently with Florida and Federal law and shall, at a minimum, mean that a statement, representation, claim or term is readily noticeable and reasonably understandable. The following shall be considered in determining whether a statement, representation, claim or term is clear and conspicuous: (a) Whether it is presented in a coherent and meaningful sequence with respect to other statements, representations, claims, or terms being conveyed; Page 3 of18

(b) Whether it is in close proximity to the statement, representation, claim or term it clarifies, modifies, explains, or to which it otherwise relates; (c) Whether it is contradictory to any statement, representation, claim or term it purports to clarify, modify, or explain, or is otherwise contradictory or confusing in relation to any other statement, representation, claim or term being conveyed; (d) Whether it is conveyed by means of an abbreviation and, if so, whether the abbreviation is commonly understood by the public, or approved by federal or state law; (e) (f) Whether it is legible; Whether it is of sufficient prominence in terms of print, size and contrast, as compared with accompanying statements, representations, claims or terms, so as to be readily noticeable and reasonably understandable; (g) Whether it is at a decibel level and speed so as to be readily noticeable and reasonably understandable; and (h) Whether it appears for a duration of time sufficient to allow a listener or viewer to have reasonable opportunity to notice, read, and understand. 2.3 "Customer" means a person to whom Defendants offer and advertise services or goods for a cost. 2.4 "Commercial Telephone Solicitation" pursuant to Section 501.603(1), Florida Statute (2011) shall mean: (a) An unsolicited telephone call to a person initiated by a commercial telephone seller or salesperson, or an automated dialing machine used in accordance with the provisions of Section 501.059(7) Florida Statute,(20 11) for the purpose of inducing the person to purchase or invest in consumer goods or services; Page 4 of18

(b) A communication with a person where: (1) A gift, award, or prize is offered; or (2) A telephone call response is invited; and (3) The salesperson intends to complete a sale or enter into an agreement to purchase during the course of the telephone call; or (c) Other communication with a person which represents a price, quality, or availability of consumer goods or services and which invites a response by telephone or which is followed by a call to the person by a salesperson. 2.5 "Represent" means to state, or to imply through statements, questions, conduct, graphics, symbols, lettering, formats, devices, language, documents, messages, or through any other manner or means by which meaning might be conveyed. For purposes of this Settlement Agreement, this definition applies to other forms of the word "Represent," including without limitation, "Representation." 2.6 "Salesperson" a person or entity who conducts commercial telephone solicitations on behalf, at the direction, or for the benefit of Defendant. 2.7 The "Effective Date" ofthis Settlement Agreement shall be July 1, 2012. III. COMPLIANCE TERMS 3.1 Defendants shall not violate or participate in the violation of any of the following State or Federal laws: (a) Chapter 501, Part II, Florida Statutes (2011), Florida Deceptive and Unfair Trade Practices Act; (b) (c) Chapter 501, Part IV, Florida Statutes (2011), Florida Telemarketing Act; Section 501.059, Florida Statutes (2011); and Page 5 of18

(d) 16 C.F.R. 310 (2011), Federal Trade Commission's Telemarketing Sales Rule. 3.2 Defendants shall not violate or participate in the violation of Chapter 721, Florida Statutes (2012), including but not limited to Section 721.205. 3.3 In conducting a commercial telephone solicitation, Defendants shall not engage in any deceptive and unfair practices, including, but not limited to, the following: (a) Intentionally solicit, by telephone, any customer listed on the National Do Not Call List in violation of 16 C.F.R. Part 310, or listed on the Florida Do Not Call list, in violation of Section 501.059, Florida Statutes, (2011) (b) Conduct any commercial telephone solicitation without a license, m violation ofsection 501.623, Florida Statutes, (2011); (c) Employ or affiliate a salesperson who engages in commercial telephone solicitations without a license, in violation of section 501.623, Florida Statutes(2011 ); 3.4 Defendants shall not make or permit any salesperson to make a false or misleading statement to induce any person to pay for goods and services, including but not limited to: (a) Misrepresenting to a customer that Defendants have a person, business, or entity waiting to buy or rent consumer's timeshare, if such statement is not factually accurate; (b) Misrepresenting to a customer that Defendants have experienced a high demand for timeshares in the areas in which the customer's timeshares is located, if such statement is not factually accurate; Page 6 of18

(d) Misrepresenting to a customer that the customer's timeshare will be sold or rented within a short period of time if the statement is not factually accurate; (e) Misrepresenting to a customer the number of timeshares sold or rented as a result of Defendants' services; (f) Misrepresenting to a customer that Defendants' sales representatives will personally market the customer's timeshares; and (g) Misrepresenting to a customer that Defendants are actively matching buyers and sellers, unless Defendants are doing more than merely placing listings on a website or in a publication. 3.5 Defendants shall clearly and conspicuously disclose to customers that Defendants only advertise individual customers timeshare listings on Defendants' websites or in their publications and that Defendants advertise Defendants' websites or publications through other advertising media, but only to the extent that Defendants actually advertise websites or publications through that advertising media. 3.6 Defendants will respond to all customer complaints, whether made by email, letter or phone, within five (5) business days from the date of receipt of the communication. Defendants shall maintain records of all complaints and any related resolutions and/or responses generated by Defendants. 3. 7 On or before the Effective Date, Defendants shall develop and maintain a set of policies and procedures to govern and review the actions of salesperson. The policies and procedures described herein must, at a minimum, inform the salesperson of all Compliance Page 7 of18

Terms contained in this Settlement Agreement. Each salesperson shall once every calendar year sign a document stating that he or she has read and understands these policies and procedures. 3.8 On or before the Effective Date, and continuing thereafter, Defendants shall implement a system to monitor the commercial telephone solicitations of each salesperson to ensure that he or she is in compliance with Defendants' policy and procedures and with the Compliance Terms of this Settlement Agreement. The monitoring system as referenced above shall, at a minimum, comply with the following: (a) Each salesperson shall have at least three commercial telephones solicitations monitored every calendar month; (b) (c) A salesperson shall not be advised when he or she will be monitored; and The person performing the monitoring shall document the results of each monitoring performed and shall specifically note any material deviation from Defendants' telemarketing scripts, Defendants' policies and procedures as described in paragraph 3.7 of this Settlement Agreement, and the Compliance Terms of this Settlement Agreement. 3.9 On or before the Effective Date, and continuing thereafter, Defendants shall take immediate corrective or disciplinary action against any salesperson that Defendants find to be in violation of any term of this Settlement Agreement or in Defendants' policies and procedures as described in paragraph 3. 7 of this Settlement Agreement. Defendants shall maintain records of any actions taken against a salesperson including records that describe the basis for the action, the name of the salesperson, the date of the action, the nature of the action, and the name of the person recommending the action. Page 8 of18

3.10 Defendants may not charge a customer's credit card or debit a bank account without first obtaining from the customer written or recorded auditory affirmation to the following: (a) The customer understands that he or she is purchasing timeshare advertising services only and that Defendants will not assist, directly or indirectly in the sale or rental of the customer's timeshare property beyond advertising the customer's timeshare property on Defendants' website, publications, or both; (b) The customer understands that Defendants are not licensed real estate brokers or real estate appraisers and cannot, by law, offer real estate brokerage or appraisal services to the customer; and (c) The customer understands that Defendants do not have a person, business, group ofbusiness, or anyone else ready to purchase or rent the customer's timeshare property; 3.11 Defendants shall maintain all written and auditory records referenced in paragraphs 3.7 through 3.10 of this Settlement Agreementfor a period of no-less than three (3) years from the date the record was created and shall make these records available for review by the Department upon Defendants' receipt of reasonable notice. IV. MONETARY TERMS Consumer Restitution 4.1 The Department acknowledges that Defendants have previously refunded Five Hundred Twenty-One Thousand, Six Hundred Seventy-Five Dollars and 00/100 ($521,675.00) to consumers nationwide and in Florida during the course of the Department's investigation. Page 9 of18

4.2 On or before December 31,2012 Defendants shall pay restitution in the amount of Eighty-Five Thousand, Nine Hundred Forty-Two Dollars and 331100 ($85,942.33) to those consumers identified by the Department. Within ten (10) days from the date that this Settlement Agreement is filed with the Court, the Department shall send to the Defendants a list of consumers to which Defendants shall make restitution payments and the amount of each payment ("Restitution List"). 4.3 On or before December 31, 2012, Defendants shall provide written proof to the Department that they have paid the consumers and the amounts listed in the Restitution List. Acceptable proof must conclusively show that payment was received by the consumer, and the Department will accept proof of any restitution payments made prior to the filing of this Settlement Agreement. 4.4 Defendants shall use their best efforts to locate each consumer listed on the Restitution List. If Defendants are unable to locate any consumers on the Restitution List, Defendants shall pay the restitution amounts for such consumers to the Department on or before December 31, 2012. Any restitution funds defaulting to the Department shall be used by the Department to cover costs incurred by the Department for monitoring the restitution repayment process. Investigative Costs and Fees 4.5 On or before the Effective Date, Defendants will pay to the Office ofthe Attorney General, the sum of Seventy-Five Thousand Dollars and 00/100 ($75,000.00) for costs, fees, and future monitoring. Payment shall be in the form of certified funds made payable to the Department of Legal Affairs Revolving Trust Fund and shall be delivered to Jerrett Brock, Page 10 of18

Assistant Attorney General, Office of the Attorney General, 135 West Central Blvd., Suite 1000, Orlando, FL 32801. Non-Compliance with Monetary Terms 4.6 All payments are owed and due upon the dates specified within this Settlement Agreement. Time is off the essence with regards to all payments owed to the Department by Defendants. 4.7 Any payment not received by the Department within five (5) calendar days from its due date shall be considered a default under the terms of this Settlement Agreement. Upon default, the entire outstanding balance of the payments owed to the Department as well as any outstanding restitution as described in paragraph 4.2 shall immediately become due and owing. In the event of default, the Department shall be entitled to obtain a final judgment for the outstanding amounts due and owning. The Department may obtain final judgment based an affidavit of non-payment from the Department filed with the court and at an ex-parte hearing after giving Defendants at least ten (1 0) days prior notice of the hearing. 4.8 In the event that Defendants default pursuant to paragraph 4.7 of this Settlement Agreement, the Department may, in addition to the relief provided for in paragraph 4.7 of this Settlement Agreement, seek the imposition of civil penalties in the amount of up to Two Million Dollars and 00/100 ($2,000,000.00), pursuant to Section 501.2075, Florida Statute (2011), against Defendant TSBO. Any award of civil penalties shall be reduced to a civil judgment by this Court. Page 11 of18

4.9 At any time prior to the hearing held pursuant to paragraph 4.7 of this Settlement Agreement, Defendants may cure a default under paragraph 4.7 by paying to the Department the outstanding balance due and owing plus an additional Ten Thousand Dollars and 00/100 ($1 0,000.00) as compensation for costs and fees incurred by the Department as a result of the Defendants' default. V. FUTURE MONITORING 5.1 On or before the Effective Date, Defendants shall appoint a Liaison ("Liaison"), who will, among other things, be responsible for acting as a direct liaison to the Department or other enforcement authorities. The Liaison shall have the specific responsibility of monitoring refunds to consumers and payments called for by the terms of this Settlement Agreement, including payments from any reserve fund, and shall also be responsible for investigating and using his or her best efforts to resolve any concerns regarding compliance with this Settlement Agreement, including complaints directed to the Liaison by the Department. The Liaison position shall be maintained for a period of two (2) years from the date of the entry of the Settlement Agreement. 5.2 Beginning on the Effective Date and continuing thereafter for a period of two (2) years thereafter (hereafter "monitoring period") the Department shall provide written notification to Defendants' Liaison of any suspected violation, not including violations of monetary terms, of this Settlement Agreement. Defendants through the Liaison, shall have thirty (30) days to cure the suspected violation and provide written notification to the Department stating how Defendant cured said suspected violation. Page 12 of18

5.3 All business records which would be necessary to evaluate Defendants' compliance with this Settlement Agreement must be retained by Defendants for a minimum of two (2) years. Defendants' Liaison shall maintain and make available to the Department, upon its request, all books, records and other documents which reflect the implementation of and compliance with the terms of this Settlement Agreement. Any such records requested by the Department shall be made available for inspection within ten (1 0) business days. Defendants shall honor any request from the Department to make such records available without further legal process. VI. FUTURE VIOLATIONS 6.1 Failure to comply with the provisions of this Settlement Agreement shall be deemed prima facie evidence of a violation of Chapter 501, Part II, Florida Statutes (2011), and will subject Defendants to any and all civil penalties and sanctions authorized by law, including attorney's fees and costs. Pursuant to Section 501.21 05 Florida Statute (20 11 ), in any civil litigation initiated by the Department, the court may award, to the prevailing party, reasonable attorney's fees and costs ifthe court finds that there was a complete absence of a justiciable issue of either law or fact raised by the losing party or if the court finds bad faith on the part of the losing party. 6.2 The parties will submit the terms of this Settlement Agreement and request the Court enter and order approving the same. The Department may use such legal process, including contempt of court proceedings, to ensure that Defendants comply with the terms Settlement Agreement. Page 13 of18

6.3 The Department has not approved of Defendants' past, current, or future sales and service practices and no portion of this Settlement Agreement shall be construed as such approval. VII. NOTICE 7. All notices described within or arising from this Settlement Agreement, including but not limited to notices of hearings, shall be sent to the parties at the addresses provided below. A notice addressed in accordance with this paragraph shall be deemed received upon the date postmarked. J errett D. Brock Office of the Attorney General 135 W. Central Blvd., Suite 1000 Orlando, FL 32801 THE DEPARTMENT: DEFENDANTS: Timeshares Direct, Inc. 8578 Palm Parkway Orlando, FL 32386 Jeffrey W. Frantz 3325 Hollywood Blvd, Suite 303 Hollywood, FL 33021 J ana L. Klimek 3426 Cocard Ct. Windermere, FL 34 786 Page 14 of18

IN WITNESS WHEREOF, Defendants have caused this Settlement Agreement to be executed individually and by authorized representatives. The inclusion of the individual principals of the corporate Defendant is not intended to imply wrongdoing or fault of any individual; rather they are included to resolve the disputed claims against them which have been previously asserted in the pending action. <Space Intentionally Left Blank> Page 15 of18

BY MY SIGNATURE I hereby affirm that I am acting in my capacity and within my authority as a corporate officer and owner oftimeshares Direct, Inc. d/b/a Timeshares By Owner, and that by my signature I am binding Timeshares Direct, Inc. d/b/a Timeshares By Owner to the terms and conditions of this Settlement Agreement. BY MY SIGNATURE I hereby affirm that by my signature I am binding myself to the terms Date: f/;--/2- STATE OF FLOlyt}~OI 1 /J A. COUNTYOF~/~=---t-~--~~~r-~) /1 BEFORE ME, an officer duly authorized to take acknowledgments in the State of Florida, personally appeared JANA LEE KLIMEK, who acknowledged before me that she executed the foregoing instrument for the purposes therein stated. Type of identification produced: Page 16 EUZAE m1 RODRIGUEZ

BY MY SIGNATURE I hereby affirm that by my signature I am binding myself to the terms and conditions of this Settlement_Agreement. Date: '-1:/J-/~ STATE OF FLORIDA COUNTY OF C;?~S ~ BEFORE ME, an officer duly authorized to take acknowledgments in the State of Florida, personally appeared JANA LEE KLIMEK, who acknowledged before me that she executed the foregoing instrument for the purposes therein stated, on this \ f day of A(QC'; \ 2012. Sworn to and subscribed before me this \ f day of ~J.-..PL-L-:.-..l'--- - - ~~'!:~ JASON RIVERA ~ f{j]" i.! My comm. xpifis Oct t. 2015 ~\ NotarY Plllllie Still of Ftorldl ' ~,..,f/ Commlllion # EE 136725 ~.,,,Yf..,,, Page 17 of18

FOR THE OFFICE OF THE ATTORNEY GENERAL Jerrett D. Brock Assistant Attorney General Office of the Attorney General Department of Legal Affairs 135 West Central Blvd., Suite 1000 Orlando, Florida 32801 (407) 245-0833 phone ( 407) 245-0365 Fax this day of, 2012. '2012. Page 18 ofl8