August 7, 2019

Mr. Phillip A Earl Mrs. Kerry L. Earl 5 Crawford Ct. O'Fallon, MO 63366

RESORTS SAN DIEGO

Welk Resort Group Platinum Points Ownership Number 1071938

Confidential Settlement Communication

Dear Mr. & Mrs. Earl.

Please review the enclosed document. This release will effectively terminate your Welk Platinum Point Ownership contract. If you can sign it and then scan it and email it back to me I will get this processed for you. If you are unable to send me back a copy of the release via email you can send the release to me at:

Welk Resort Group Attn: Hutch Farrell 300 Rancheros Drive Suite 450 San Marcos, CA 92069

Welk Resort Group will return to you a fully signed copy of the release for your records. You can send the owner cards and certificate from the title company to Welk along with the release. If you are unable to find them, please just let me know.

Please review this information and feel free to reach out to me directly with any further questions in regards to this matter. This offer of resolution will remain open until the close of business on Friday August 30, 2019. I can be reached at the email listed below or the address at the bottom of this letter via mail.

Sinirl~-

Hu~ell Director of Consumer Affairs Welk Resorts Hutch.farrell@welkgroup.com

Please note that you do not have Welk's or my permission to publish this communication or its essence, and it may not be used as evidence in any future litigation.

Welk Resolution Center • 300 Rancheros Drive Suite 450 • San Marcos, CA 92068

CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS

This Confidential Settlement Agreement and Release of Claims ("Settlement Agreement") is made and entered into, by and between: (a) Welk Resort Group, Inc. ("Welk"), and (b) Philip A. Earl and Kerry L. Earl ("Owner"). Welk and Owner are referred to collectively in this Settlement Agreement as the "Parties." This Settlement Agreement shall be effective upon being executed by both Parties. In consideration of the covenants contained herein, the Parties acknowledge, promise, and agree as follows:

l. Defined Terms. In addition to terms that may be defined elsewhere in this Settlement Agreement, the following terms shall have the following meanings:

1.1 "Owner-Related Persons" means Owner's spouse, family, successors, assigns, agents, heirs, executors, representatives, insurers, employees, attorneys, beneficiaries, and all others through Owner.

1.2 "Welk-Related Persons" means Welk's predecessors, the Platinum Owners Association, successors, assigns, parent corporations, subsidiaries, affiliates, holding companies, unincorporated business units, joint venturers, partners, shareholders, insurers, members, officers, directors, managers, employees, agents, representatives, attorneys, associates, and trustees.

1.3 "Claims" means all actual or potential claims, counterclaims, disputes, demands, causes of action, debts, liabilities, damages, costs, fees, expenses, rights, duties, obligations, liens, petitions, suits, losses, offsets, and sums of any kind or nature, whether direct or indirect, liquidated or unliquidated, contingent or actual, in law or equity, known or unknown, suspected or unsuspected, or of whatever type or nature.

1.4 "Welk Points" means the points in the Welk Resorts Platinum Program assigned by Welk to Owner pursuant to the Purchase Documents.

1.5 "Purchase Documents·· means all documents related to the Owner's purchase of Welk Points in the Welk Resorts Platinum Program, including but not limited to: (a) the Purchase and Sale Agreement and Escrow Instructions, Contract No. P-161834, dated June 29, 2013, and/or any prior or preexisting contracts; (b) any Promissory Note and Security Agreement; ( c) the Buyer's Acknowledgment of Representations; (d) the Certificate of Title; and (e) the Point Certifications issued by Chicago Title Insurance Company.

1.6 "Purchase Contract" means the agreement between Owner and Welk for Owner' s current or prior purchase of Welk Points and participation in the Welk Resorts Platinum Program. This agreement includes all documents memorializing Owner's purchase and participation, such as Purchase Documents, and all associated rights and responsibilities of Owner and Welle within the Welk Resorts Platinum Program, including any use and enjoyment of Welk properties.

2. Settlement Terms.

2.1 In exchange for the consideration provided for in this Paragraph Two (2), Owner releases Welk and Welk-Related Persons (the .. Released Parties") from any and all Claims, including those related to the Purchase Contract and Purchase Documents.

2.2 The Parties mutually agree to terminate the Purchase Contract. Owner understands and agrees that Owner is unequivocally surrendering all rights, title, and interest in and to the Platinum

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Program and all associated rights. No further money will be owed by Owner to Welk and Welk-Related Persons for any current or future amounts that otherwise are or would become due, and Welk and Welk­Related Persons shall have no obligation to refund any past money paid by Owner concerning the Purchase Contract.

2.3 Owner agrees to convey to Welk and Welk agrees to accept, all rights, title, and interest in and to the Welk Points and all associated rights. Owner understands and agrees that Owner is unequivocally surrendering all rights, title, and interest in and to any Welk Points and all associated rights.

2.4 Owner agrees that, once Owner executes this Settlement Agreement, Owner shall not attend any future Welk marketing or sales presentations, shall not visit any Welk properties, and shall not attempt to purchase any Welk vacation ownership products or otherwise take advantage of any offerings by Welk, despite the fact that Owner may be solicited by Welk to attend events or purchase products.

3. Credit Card. In connection with the Purchase Contract, Owner may have applied for and acquired a credit card in Owner's name ("Credit Card"). If a Credit Card has been acquired, Owner agrees that: (a) Owner is solely responsible and liable for the Credit Card and all obligations of any kind arising from the Credit Card ("Credit Card Obligations"); (b) Welk has no responsibilities or liabilities of any kind regarding the Credit Card or any Credit Card Obligations; and (c) this Settlement Agreement does not apply to and does not have any effect on the Credit Card or Credit Card Obligations.

4. Settlement Procedures.

4.1 Owner shall sign two (2) complete copies of this Settlement Agreement, and deliver both complete and originally signed copies of this Settlement Agreement ("Owner Signed Settlement Agreements"), to Welk at the follov,ing address:

Welk Resort Group, Inc. -Attn: Legal 300 Rancheros Drive, Suite 450 San Marcos, CA 92069

4.2 After Welk receives the Owner Signed Settlement Agreements, Welk shall: (a) counter-sign both of the Owner Signed Settlement Agreements ("Welk Signed Settlement Agreements"); (b) retain one (1) of the Welk Signed Settlement Agreements; and (c) send one (1) of the Welk Signed Settlement Agreements to Owner.

5. No Admission of Liability; No Other Claims. This Settlement Agreement is the result of compromise, and is entered into in good faith for t11e purpose of fully and finally settling disputed claims. The fact that the Parties have elected to settle such disputed claims by entering into this Settlement Agreement shall not be construed as an admission of liability for any purpose. Owner represents and warrants that Owner is not aware of any claims by anyone against any Released Parties, other tJ1an Owner's own purported claims, all of which Owner releases herein.

6. Consideration. Owner acknowledges that the consideration set forth in Paragraph Two (2), above, is valuable and provided for the purpose of settling disputed claims.

7. General Release. This Settlement Agreement covers and includes all Claims that Owner has against Welk up to and including the effective date of this Settlement Agreement, whether actually known or not, despite the fact that any applicable stare and/or federal Jaw may provide otherwise. As of the execution date of this Agreement by the Owner, the O\mer hereby voluntarily, knowingly, completely, and

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irrevocably waives all rights or benefits under California Civil Code Section 1542 (or any similar federal or state statute, regulation, or rule), which provides:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Owner understands the significance and consequences of the foregoing waiver of the provisions of California Civil Code Section 1542 (or any similar federal or state statute, regulation, or rule).

8. Representations and Warranties. The Parties represent and warrant to each other that they: (a) have read and understood this Settlement Agreement; (b) consulted their own counsel, or had the opportunity to do so, before signing this Settlement Agreement; (c) fully investigated, to their complete satisfaction, all of the facts and circumstances regarding the disputed claims; and ( d) have the authority to execute this Settlement Agreement. Owner further represents and warrants to Welk that: (i) Owner exclusively owns the Welk Points; (ii) there are no other legal or equitable owners of the Welk Points; (iii) Owner has not sold, transferred, conveyed, or assigned any interest in the Welk Points; and (iv) Owner understands Owner will no longer be a Welk owner after executing this Settlement Agreement. In addition, Owner agrees that Owner will be responsible for any tax consequences resulting to Owner, including the payment of any and all taxes owed by Owner, as a result of entering into this Settlement Agreement. The Released Parties make no representations regarding tax consequences, if any, of any payment made or benefit conferred pursuant to this Settlement Agreement. Unless otherwise stated herein, the Parties agree that no changes or alterations will be made to any prior credit repott or credit history related to Owner's purchase in any way. All representations and warranties provided in this Settlement Agreement shall endure forever and survive any investigation made by or on behalf of either Party, regardless of the actual or constructive knowledge of either Party regarding truth or accuracy thereof.

9. Confidentiality. The terms, existence, contents, and negotiation of this Settlement Agreement are and shall remain confidential and shall not be disclosed by Owner to any other person or persons, either in verbal, written, or digital format, except to their respective legal, financial, and/or tax advisors, or as otherwise required by law. To the extent Owner discloses this Settlement Agreement to any such persons, they shall advise them of the confidential nature of this Settlement Agreement at the time of such disclosure. In the event Owner anticipates needing to disclose anything related to this Settlement Agreement to any court, arbitrator, fact-finder, regulatory body, or government agency, they agree to provide sufficient advance written notice to Welk to ensure Welk has an opportunity to obtain any protection it may deem warranted. Owner agrees it would constitute a violation of this Settlement Agreement for Owner to allow or cause the disclosure of any information regarding the terms, existence, contents, or negotiation of this Settlement Agreement in any periodical, legal publication, blog, website, advertisement, or other media source.

10. Non-Disparagement. Owner shall not make, participate in, or cause the dissemination of any disparaging remarks or information about Welk or Welk-Related Persons. This includes Owner's agreement not to make any disparaging statement, whether written or oral, to any social media or other website, periodical, member of the media, or any other person or entity, regarding Welk or Welk-Related Persons. Owner agrees to delete or remove any statement previously made about Welk to any social media or other website in any manner whatsoever. Owner understands and agrees that this Settlement Agreement represents a mutually negotiated and agreed upon settlement that is intended to be amicable. Owner

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acknowledges that Welk's reputation in the industry is of the utmost importance and breach of this Paragraph would be harmful to such reputation.

11. Governing Law. Arbitration Agreement, and Attorneys' Fees. Except as otherwise prescribed herein, this Agreement shall in all respects be construed, interpreted, and enforced in accordance with the laws of the State of California, without regard to its conflicts or choice of laws principles. The Parties agree that this Agreement involves interstate commerce so as to ensure the applicabilio/ of the Federal Arbitration Act ("FAA"). In the event of a conflict between California law and the FAA, the FAA shall govern. Any dispute, claim, suit, demand or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate (the "Dispute"), shall be determined exclusively and finally by arbitration. By agreeing to mandatory and binding arbitration, the Parties agree to waive their right to go to court to enforce or defend their rights, and to waive the Parties' right to a jury trial and to litigate claims on a class-wide or class-action basis. It is intended that the Parties' agreement to arbitrate be broad and comprehensive and shall be arbitrable pursuant to the terms of this Agreement. The arbitration shall be administered by Judicial Arbitration and Mediation Service ("JAMS"), unless otherwise agreed by the parties in writing. The arbitration shall be held in San Diego County unless another location has been agreed to by the Parties in writing. The arbitration shall be held before a single arbitrator and shall be conducted pursuant to this Agreement and JAMS Streamlined Rules and Procedures. In the event of any conflict between the JAMS Streamlined Rules and Procedures and this Agreement, the provisions of this Agreement shall be controlling. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class-action basis. The arbitrator shall be entitled to award any damages, arbitration fees, and/or attorney fees provided for under applicable law and the arbitrator shall apply and follow governing substantive law in making an award. The arbitrator shall issue a written decision on the merits. The arbitration award shall be final and binding on the parties, and if the arbitrator's award is equal to or less than $5,000.00 there shall be no right of appeal. Judgment on the arbitrator's award may be entered in any state or federal court of competent jurisdiction. The Parties retain the right to commence an action in a small claims court that is within the scope of the California small claims court's jurisdiction unless: (i) that small claims action is transferred, removed or appealed to a different court; (ii) the Dispute is already in a pending arbitration proceeding; or (iii) the Dispute has already been resolved in arbitration. Both Parties shall incur their owner attorney fees in the preparation and negotiation of this Agreement. Each Party shall bear its own attorney fees and costs in preparing this Agreement.

12. Entire Agreement and Successors in Interest. This Settlement Agreement contains the complete and entire agreement between the Parties with regard to the matters set forth herein and supersedes all prior discussions, agreements, and understandings, whether oral or written, between or among them. In construing the terms of this Settlement Agreement, no presumption shall arise against any Party based upon having drafted any provision of this Settlement Agreement. Also, this Settlement Agreement shall inure to the benefit of, and shall be binding upon, successors in interest, assigns, and legal representatives of Welk, Welk-Related Persons, Owner, and Owner-Related Persons.

13. Invalid Provisions. If any provision of this Settlement Agreement is held by a court of competent j urisdiction to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Settlement Agreement, such provision shall be fully severable and the balance of this Settlement Agreement shall continue in full force and effect. In addition, the Parties shall replace the invalid provision(s) with a valid provision(s) that corresponds as far as possible to the spirit and purpose of the invalid provision(s).

14. Amendments. This Settlement Agreement may be modified or amended only pursuant to a written agreement signed by both Parties.

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15. Counterparts. This Settlement Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the Parties hereto, each of which shall be enforceable against the Parties actually executing such counterparts, and all of which together shall constitute one (1) document. The exchange of copies of this Settlement Agreement and of signature pages by facsimile transmission, by electronic mail in "portable document format" (".pdf') form, or by any other electronic means intended to preserve the original appearance of a document, or by combination of such means, shall constitute effective execution and delivery of this Settlement Agreement and may be used in lieu of the original Settlement Agreement for all purposes. Signatures of the Parties transmitted by such means shall be deemed to be their original signatures for all purposes.

16. EXPiration of Settlement Agreement. THIS SETTLEMENT AGREEMENT SHALL BE VOID IN ITS ENTIRETY AND OF NO FORCE AND EFFECT IN THE EVENT THAT IT IS NOT EXECUTED BY OWNER AND RECEIVED BY WELK BY AUGUST 28, 2019, UNLESS OTHERWISE AGREED BY THE PARTIES.

IN WITNESS WHEREOF, the Parties have duly executed this Settlement Agreement, effective as of the date first above written, regardless of the date on which such Settlement Agreement is signed.

WELK RESORT GROUP, INC.

Dated: 0 fi' -/VJ -Z,0/9

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