prizzma™ disclosure guide - bluegreen owner · participating resorts within the bluegreen...

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© 2013 PRIZZMA, LLC. ALL RIGHTS RESERVED. THIS DISCLOSURE GUIDE MAY NOT BE REPRODUCED WITHOUT PRIOR WRITTEN PERMISSION OF PRIZZMA, LLC.

PRIZZMA™ DISCLOSURE GUIDE

This Prizzma Disclosure Guide is provided for the purpose of describing

the terms, conditions and operation of the Prizzma Exchange Program™ and the use of Prizzma by its Participants. This Disclosure Guide (including the Prizzma Benefits Handbook attached hereto), the Prizzma Terms and Conditions and the other Prizzma Documents govern your Participation in Prizzma. Please read this publication carefully and save a copy for your records. As used herein, the terms “we”, “us”, “our” and “Operator” refer to Prizzma, LLC, the owner, operator and administrator of Prizzma™. The terms “you,” “your,” and “Participant” refer to the Participants and other persons we permit to receive any Prizzma Benefits. The Effective Date of this Disclosure Guide is June 1, 2012.

Participation in Prizzma is offered to you conditioned upon your acceptance of this Disclosure Guide (including the Prizzma Benefits Handbook attached hereto) at the point of sale from your Developer-Participant or by clicking on the appropriate selection on the Participation Agreement and registration page of our website and/or printing and signing the receipt attached hereto. Acceptance of this Disclosure Guide constitutes your agreement to be bound by the terms hereof. Failure to accept this Disclosure Guide means you will not be able to proceed with the Prizzma™ registration process or become a Participant.

A. DEFINITIONS

Accommodation

means any apartment, condominium or cooperative unit, cabin, lodge, hotel or motel room, campground, cruise ship cabin, houseboat or other vessel, recreational or other motor vehicle, or any private or commercial structure, which is real or personal property and designed for overnight occupancy by one or more individuals.

Additional Benefits

means services, benefits and privileges, in addition to the right to request Reservations of Prizzma Inventory (provided that certain Prizzma Inventory may be offered as Additional Benefits), which may from time to time be made available to Participants in connection with the Program. The Additional Benefits which may be available to each Participant are based on his or her Participant Category.

Confirmed Reservation

means a confirmed Reservation Request issued by Operator.

Developer-Participant

means any developer, owners association, manager or other person who owns, operates, manages or controls a Resort or Vacation Plan and who has contracted with us to make Prizzma Benefits available to its Partner Participants and Inventory within such Resort or Vacation Plan available to other Participants.

Developer Project

means a Resort or Vacation Plan owned, operated, managed or otherwise controlled by a Developer-Participant.

Disclosure Guide

means this Prizzma Disclosure Guide including, without limitation, the Prizzma Benefits Handbook attached hereto as Exhibit A for each Participant based on his or her Participant Category.

Guest

means any person, other than a Participant, who is eligible to use and occupy Accommodations or Additional Benefits available through the Program pursuant to this Disclosure Guide and/or the Prizzma Documents.

Home Resort

. A Resort in which a Participant owns or has exclusive occupancy rights in and to Inventory by virtue of his or her Vacation Interest ownership.

Host Resort

. A Resort at which Participant stays pursuant to Confirmed Reservation in connection with the Program.

Indemnitee

. Operator and its partners, officers, managers, employees, directors, shareholders, agents, representatives, parent companies, affiliates and subsidiaries and their predecessors, successors and assigns, and their respective attorneys and advisors.

Inventory

means the use and occupancy rights related to an Accommodation for a specified time period.

Participant

means a Person who has enrolled in the Program and is eligible receive the Prizzma Benefits. The term includes Participants from all Participant Categories.

Participant Category or Category

means a separate category of Participants determined by Operator for the purpose of distinguishing the Prizzma Benefits to which the Participants within such category are entitled. Each Participant Category will have a separate Prizzma Benefits Handbook describing the Prizzma Benefits available to such Participant Category. A Participant may be within more than one Participant Category and therefore entitled to receive the Prizzma Benefits for each such Participant Category.

Participating Resort

means any Resort in which Inventory is made available for use in connection with Prizzma. The Participating Resorts are made available to Participants based upon Participant Categories, so not all Participant Categories have access to all Participant Resorts. A list of the Participating Resorts at which Inventory is available to each Participant is set forth in the Participant’s Prizzma Benefits Handbook. The Participating Resorts, including the Participating Resorts available to any Participant Category, may change from time to time as determined by Operator.

Participation Agreement

means that certain paper or electronic agreement and/or acknowledgement to be completed and/or submitted by each Member as a prerequisite to becoming a Participant and being enrolled as a Participant in the Program, together with all documents incorporated therein by reference.

Participation Fees means the initial and ongoing (i.e., annual, semi-annual, etc.) fees payable by a Participant as consideration

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for enrolling as a Participant in the Program, as determined by Operator from time to time.

Participation Term

means a Participant’s initial term of participation in Prizzma set forth in the Prizzma Terms and Conditions applicable to the Participant, together with any renewals thereof, as further described in and subject to the Prizzma Documents.

Partner Participant

means a Participant who is the owner of a Vacation Interest in a Developer Project and to whom Prizzma Benefits are made available through and dependent on the continued existence of a Prizzma Benefits Agreement.

Person

means any individual, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization and the legal representatives, successors, and assigns of such “Person” where the context so permits.

Prizzma Benefits

means the services, benefits and privileges made available to Participants in connection with the Program including, without limitation, Reservations of Prizzma Inventory and Additional Benefits. The Prizzma Benefits which may be available to each Participant shall be based on such Participant’s Category as set forth in such Participant’s Prizzma Benefits Handbook.

Prizzma Benefits Agreement

means an agreement between the Operator and a Developer-Participant pursuant to which Prizzma Benefits are made available to such Developer-Participant’s Partner Participants and Inventory within its Resort or Vacation Plan is made available to Participants.

Prizzma Benefits Handbook

means as to each Participant, the handbook describing the Prizzma Benefits available to such Participant’s Category, attached as Exhibit A to such Participant’s Disclosure Guide.

Prizzma Booking Engine

means the online booking and reservation system/platform from which Participants are able to reserve the use and occupancy of Prizzma Inventory and Additional Benefits made available by Operator based upon their Participant Category.

Prizzma Credit Confirmation

means Operator’s electronic or written notification to a Participant that a Prizzma Credit Issuance Event has been accepted and Prizzma Credits have been allocated to the Participant.

Prizzma Credit Issuance Event

has the meaning set forth in Section E.

Prizzma Credit Request

means a Participant’s request to receive Prizzma Credits in connection with a Prizzma Credit Issuance Event.

Prizzma Credits

other products for use by Operator, Participants and Developer-Participants in connection with the Program.

means the non-monetary value ascribed by Operator to Vacation Points, Inventory, Additional Benefits or

Prizzma Documents

means this Disclosure Guide, your Participation Agreement, the Prizzma Terms and Conditions and any other documents which we promulgate governing participation in Prizzma.

Prizzma Inventory

means any Inventory in the Prizzma Inventory Collection, including Inventory relating to Accommodations at a Participating Resort.

Prizzma Inventory Collection

means the pool of Deposited Inventory made available by Operator for use by Participants based upon their Participant Category.

Prizzma Terms and Conditions

means Operator’s terms and conditions, as such may exist from time to time as set forth on the Prizzma Website.

Prizzma Website

means Operator’s website(s) or application(s) or other website(s) at such “URL(s)” as designated by Operator, for the purpose of conducting its online operations in respect to Prizzma.

Program or Prizzma

means the Prizzma Exchange Program described herein, owned, operated and administered by Operator.

Reservation

means, as applicable, a Reservation Request or a Confirmed Reservation.

Reservation Fee

means the fee payable by a Participant to receive a Confirmed Reservation, as determined by Operator from time to time based upon the Prizzma Benefit subject to the Reservation.

Reservation Request

means a Participant’s request to reserve Prizzma Inventory or other Prizzma Benefits through the Program.

Resort

. Any resort, development or other property or location subject to a Vacation Plan or at which an Accommodation is located.

Vacation Interest

means any timeshare interval, timeshare interest, vacation ownership interest, fractional ownership interest or other right to use and occupancy of any Accommodations pursuant to a common arrangement, plan, scheme, or similar device, on a recurring basis for more than one year, but not necessarily for consecutive years, regardless of whether such right to use and occupancy is coupled with an ownership interest in the Accommodations or any other property.

Vacation Plan means a

ny single site or multi-site timeshare plan, timesharing plan, vacation ownership plan, vacation club, fractional interest program or similar plan or program whereby a Person receives the right to use and occupy Accommodations.

Vacation Points means all or a portion of a Participant’s right to use, enjoy and occupy Accommodations within his or her Vacation Plan in accordance with the terms and conditions of

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such Participant’s membership or ownership of a Vacation Interest therein.

B. DISCLOSURE GUIDE AND PRIZZMA DOCUMENTS

The purpose of this Disclosure Guide is to provide Participants with information concerning the Prizzma Exchange Program. This Disclosure Guide is not an exhaustive description of your rights and obligations as a Participant. However, Participants are advised to review this Disclosure Guide, including their Prizzma Benefits Handbook, and other Prizzma Documents in order to understand the terms and conditions of the operation and use of the Program. Accordingly, in addition to this Disclosure Guide your participation in Prizzma is subject to your Participation Agreement, the Prizzma Terms and Conditions and the other Prizzma Documents, which are incorporated herein by this reference.

The Prizzma Documents are separate and distinct from the Participant’s operative ownership/membership documents relating to his or her respective Resort and/or Vacation Plan.

C. OPERATOR BACKGROUND

The Operator of the Program is Prizzma LLC, a Delaware limited liability company with its principal offices located at 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431

. Operator provides the Program and other related services and benefits to Participants. Operator operates and administers the Program from this principal office location and/or its other business locations. Operator’s sole member is Bluegreen Resorts Management, Inc., a Delaware corporation (“BRM”). Operator’s managers are John M. Maloney, Jr., Anthony M. Puleo and Ahmad Wardak. Operator’s officers are David Pontius, Anthony M. Puleo, Brian Koivu, Terry Dodd and Michael Kaminer.

Operator does not have any legal or beneficial interest in any developer, seller or managing entity participating in the Program or any Developer-Participant. Operator’s sole member, BRM, is the managing entity for the Bluegreen Vacation Club multi-site timeshare plan, a Vacation Plan which is a participant in the Program. BRM is also the managing entity of many of the Participating Resorts within the Bluegreen Vacation Club. In addition, BRM is an affiliate of Bluegreen Vacations Unlimited, Inc. (“BVU”), which is the developer of and has a legal and beneficial interest in the Bluegreen Vacation Club. BVU and its affiliates are also the developers of certain Participating Resorts within the Bluegreen Vacation Club. BRM and BVU are wholly owned subsidiaries of Bluegreen Corporation, a Massachusetts corporation. Neither BRM, BVU, nor Bluegreen Corporation makes any representations or warranties as to a Participant’s ability to obtain any particular service of the Program. The

managers and officers of Operator and are also employees of Bluegreen Corporation and may own, or have the rights to acquire, shares of stock in Bluegreen Corporation

.

D. PRIZZMA OVERVIEW AND PARTICIPATION

Prizzma is an exchange program through which Participants may use their Inventory, Vacation Points and other currencies to request Reservations of and enjoy the Prizzma Inventory and Additional Benefits available to their Participant Category, as more particularly described in the Prizzma Benefits Handbook for their Participant Category. Prizzma is not a corporation, legal entity or association of any kind. Rather, Prizzma is the service name given to the services available to Participants by Operator including, without limitation, the operation of the system by which Participants may request and receive Reservations for the Prizzma Benefits which may be available to each Participant shall be based on such Participant’s Category

.

Prizzma provides an opportunity for Participants to request Reservations of Prizzma Inventory and Additional Benefits and does not provide the right to use or occupy any specific Accommodation, Inventory or Resort. Participation in Prizzma is completely voluntary, and is offered to you conditioned upon your acceptance of this Disclosure Guide and the Prizzma Terms and Conditions. In order for any Participant to participate in Prizzma, t

he following conditions must be met: (1) the Participant must own a Vacation Interest in a Vacation Plan or Resort which is a Developer Project in good standing with Operator, or, in the alternative, own a Vacation Interest which provides access to Inventory consistent with the standards established for Prizzma Inventory, as determined by Operator in its sole discretion; (2) Operator must have received a completed and executed (or electronically executed/consented) Participant Agreement, Disclosure Guide, the Prizzma Terms and Conditions and all other required Prizzma Documents and pertinent information concerning the Participant’s Vacation Interest and participation in Prizzma, and such documents and information must have been approved by Operator; (3) the Participant must have paid or caused to be paid any applicable Participation Fee and Renewal Fees and any other outstanding fees as may be owed in connection with participation in Prizzma; (4) the Participant must not be in default under his or her purchase contract or membership agreement with a Developer-Participant (as applicable) and must have paid all mortgage payments (or similar purchase financing payments), maintenance fees, assessments, dues, taxes, and other charges relating to its Vacation Interest; and (5) the Participant must have met any and all further conditions described in Section B of the Participant’s Prizzma Benefits Handbook.

For certain Participant Categories, participation in Prizzma is dependent upon the continued affiliation of the Participants’ Resort or Vacation Ownership Program with Prizzma. In such cases,

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should the Developer-Participant fail to perform its obligations to Operator under its Prizzma Benefits Agreement or should such Prizzma Benefits Agreement expire without renewal or terminate, the participation rights of the Participants in the applicable Participant Category may be terminated. Conversely, for other Participant Categories, participation in Prizzma is not dependent upon the continued affiliation of the Participants’ Resort or Vacation Ownership Program with Prizzma. Please review your Prizzma Benefits Handbook for a discussion of whether your participation is dependent upon any such continued affiliation.

Purchasers of Vacation Interests should select a Resort and/or Vacation Ownership Program which best meet their ongoing vacation needs. Any decision to purchase a Vacation Interest should be based primarily upon the benefits to be gained from the ownership, use and enjoyment of your Vacation Interest at your Resort or within your Vacation Ownership Program and not upon the anticipated receipt of Prizzma Benefits. The Resort at which you purchase your Vacation Interest is solely responsible for its financial viability and the quality of its Accommodations, facilities, amenities, management and services.

Operator may change, add or remove Prizzma Benefits from time to time in its sole discretion, and Operator makes no guaranty or assurance as to the availability when desired or the continued availability of any specific Prizzma Inventory or Additional Benefit.

E. PRIZZMA CREDITS

In connection with its operation of the Program, Operator will assign and allocate a certain number of Prizzma Credits to all Vacation Points, Inventory, Additional Benefits or other products for use by Operator, Participants and Developer-Participants in connection with the Program

. Prizzma Credits are symbolic of the power to make a Reservation for the use and enjoyment of Prizzma Inventory and Additional Benefits through the Program. Notwithstanding any provision of the Prizzma Documents to the contrary, Operator reserves the right to express and/or characterize all Prizzma Credits as Vacation Points for each Participant in respect to such Participant’s Vacation Interest.

The Prizzma Credits assigned to any Vacation Points, Inventory, Additional Benefits or other products will be based upon such factors as determined by Operator, including, without limitation, the location of the applicable Resort (or the Resorts within the applicable Vacation Plan), relative demand, Accommodation types and sizes (i.e., number of bedrooms, bathrooms, kitchen type, etc.), seasonality, the terms of Prizzma Benefits Agreements entered into with applicable Developer-Participants. The

number of Prizzma Credits required to make Reservations for Prizzma Inventory and Additional Benefits shall be determined by Operator based upon the above-referenced factors, and may be changed by Operator from time to time by posting on the Prizzma Website. In establishing the initial Prizzma Credit values, Operator has used its best efforts, in good faith and based upon all reasonably available evidence under the circumstances, to further the best interests of the Participants as a whole with respect to their opportunity to use and enjoy the Prizzma Inventory and Additional Benefits available to each Participant Category in connection with Prizzma. The current Prizzma Credit values required to make Reservations for Prizzma Benefits are set forth on the Prizzma Website. These Prizzma Credit values may be periodically adjusted or amended from time to time, as determined by the Operator in response to actual Participant use patterns and changes in Participant use demand for Prizzma Benefits existing at that time in Prizzma. Any such adjustment or amendment may lead to an increase or decrease in the number of Prizzma Credits required to reserve Prizzma Inventory and Additional Benefits.

F. OPERATOR ISSUANCE OF PRIZZMA CREDITS

In order to receive any Prizzma Benefit, Participants must first obtain the requisite number of Prizzma Credits. Participant may make Prizzma Credit Requests (i.e., requests to receive Prizzma Credits) upon the occurrence of one of the following “Prizzma Credit Issuance Events”: (1) a Participant’s deposit of Inventory into the Prizzma Inventory Collection in accordance with the terms hereof; (2) in the case of Partner Participants, the Developer-Participant’s deposit of Inventory into the Prizzma Inventory Collection on behalf of the Partner Participant in accordance with the applicable Prizzma Benefits Agreement, together with the Participant’s relinquishment of Vacation Points to the Developer-Participant (and notice to Operator thereof) in exchange for Prizzma Credits; (3) a Participant’s transfer of other permitted products to Operator; (4) a Participant’s acquisition of Prizzma Credits from Operator; or (5) as otherwise provided in a Participant’s Prizzma Benefits Handbook or Participation Agreement. Prizzma Credit Issuance Events shall be subject to the Prizzma Benefits Handbook and may be amended, modified or terminated by Operator.

The additional procedures and other rules for Prizzma Credit Requests and Prizzma Credit Issuance Events are set forth in the Prizzma Benefits Handbook and are generally stated as follows:

a.

b. Upon receipt of a Prizzma Credit Confirmation, the applicable number of Prizzma Credits shall be simultaneously deposited into Participant’s account.

All Prizzma Credit Requests shall be subject to the terms of the Prizzma Documents and acceptance by Operator in its sole discretion.

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c. D

d.

eposits of Inventory by Developer-Participants must be in accordance with the applicable Prizzma Benefits Agreement.

e.

Direct deposits of Inventory by Participants must be made at least 6 months, but not more than 2 years prior to the check-in date of the Inventory.

f. Participants in certain Participant Categories may be permitted to automatically deposit Inventory into the Prizzma Inventory Collection in accordance with their Prizzma Benefits Handbook.

Participants who desire to directly deposit Inventory based on Vacation Points or “floating” Vacation Interests must either obtain confirmed Inventory reservations/assignments from their Developer-Participant or coordinate with Operator in obtaining such confirmed Inventory from the Participant’s Resort or Vacation Plan before depositing their Inventory into the Prizzma Inventory Collection.

g. The number of Prizzma Credits issued in connection with any Prizzma Credit Issuance Event shall be based upon the number of Prizzma Credits assigned to the applicable Vacation Points, Inventory, Additional Benefits or other products as described above. The number of Prizzma Credits actually issued shall be set forth in the Prizzma Credit Confirmation. Once a Prizzma Credit Confirmation has been delivered, the number of Prizzma Credits issued will not change in the event of a subsequent re-evaluation of the Prizzma Credits to be ascribed to

Vacation Points, Inventory, Additional Benefits or other products in the future.

Prizzma Credits are non-transferable and are valid for 1 year from the date of issuance; provided that (1) Prizzma Credits issued to Partner Participants shall expire not later than the expiration date of the Vacation Points relinquished in order to receive such Prizzma Credits and (2) in certain circumstances Participants may, at the discretion of Operator, receive the opportunity to extend

the expiration date of Prizzma Credits in increments as determined by Operator by payment of the then-applicable Prizzma Credits extension fee, which fee is subject to change. Operator reserves the right to add to, delete or modify the terms of Prizzma Credit expiration date extensions in its sole discretion. Upon expiration of your Prizzma Credits, your right to use such Prizzma Credits to request a Reservation likewise terminates.

IF A PARTICIPANT DOES NOT USE HIS OR HER ISSUED PRIZZMA CREDITS PRIOR TO THEIR EXPIRATION OR IF A PARTICIPANT’S PARTICIPATION IS TERMINATED FOR FAILURE TO REMAIN IN GOOD STANDING AS A PARTICIPANT, THE PARTICIPANT LOSES THE USE OF THOSE PRIZZMA CREDITS (AND ANY INVENTORY, VACATION POINTS OR OTHER PRODUCTS DEPOSITED INTO THE PRIZZMA INVENTORY COLLECTION OR ASSIGNED TO OPERATOR) WITHOUT RECEIPT OF SUBSTITUTED INVENTORY OR ACCOMMODATIONS.

G.

ASSIGNMENT OF DEPOSITED INVENTORY

By depositing Inventory, Vacation Points or other products into the Prizzma Inventory Collection and/or to Operator, the Participant relinquishes all rights in and to such Inventory, Vacation Points and/or other products. Operator reserves the right to assign such deposited Inventory, Vacation Points or other products, in whole or in part, to any Person, whether or not the depositing Participant has requested or received a Reservation. Prizzma Inventory and other deposited Vacation Point and/or other products may be used by Operator to satisfy Reservation Requests for Prizzma Inventory and Additional Benefits, to accommodate inspection visits by Operator personnel, for promotions, sale, marketing, or other purposes as determined by Operator in its sole discretion. Prizzma Inventory may not be withdrawn from the Prizzma Inventory Collection by the depositing Participant or any Developer-Participant.

Participants are solely responsible for any expenses incurred by Operator or any other Person in the event of denial of access to Prizzma Inventory due to an attempted second assignment of such Inventory by Participant and such Participant shall indemnify and hold Operator harmless from any losses in connection therewith.

Participants are entitled to request and receive Reservations whether or not their depositing Inventory, Vacation Points or other products

have been assigned to another Participant or Person.

The deposit of Inventory into the Prizzma Inventory Collection by any Participant or Developer-Participant does not relieve the Participant's obligation to pay any and all maintenance fee assessments, dues, taxes or other similar charges imposed by any applicable local, state or federal governmental entity (or its equivalent if the Resort is located in a foreign country) or imposed by a Home Resort, Vacation Ownership Program, Host Resort or provider of Accommodations and/or other services which are required to be paid fully in advance. Reservation privileges may be denied, or a Confirmed Reservation canceled, if a Participant's annual dues, maintenance fees and other assessments or similar charges have not been paid when due. Special charges, user fees or government taxes that may not be required by the Participant's Home Resort may be charged to the Participant by a Host Resort. It is the Participant’s responsibility to pay those charges, fees, or taxes if they are not reflected in the Reservation Fee.

Each year there are a certain amount of Inventory deposited into the Prizzma Inventory Collection which is not used by Operator in effectuating Reservations. While some of this Prizzma Inventory may go unused, Prizzma Inventory not used in effectuating Reservations is generally used to accommodate inspection visits by Operator personnel, for promotions, sale, marketing, or other purposes as determined by Operator.

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H. RESERVATIONS

General. Participants who are in compliance with the Prizzma Documents have the opportunity

receive Prizzma Benefits available to their Participant Category by using the required number of Prizzma Credits to obtain Confirmed Reservations for such Prizzma Benefits. Confirmed Reservations are obtained by making Reservation Requests as described below and receiving from Operator electronic or written confirmation of such Reservation Request. In order to receive a Confirmed Reservation, you must pay all Reservation Fees and any and all other required amounts (including any applicable taxes and fees) and, of course, tender to Operator the Prizzma Credits required to receive the Prizzma Benefits subject to the Reservation Request or, if permitted by Operator, the monetary equivalent for such Prizzma Credits.

The Prizzma Credits system has been designed to maximize flexibility for Participants within each Participant Category. Prior to Requesting a Reservation for Prizzma Inventory or Additional Benefits, each Participant must obtain Prizzma Credits through one of the five methods described in Section E above

.

Reservation Procedures

a. Reservation Requests may be made by searching and selecting available Prizzma Inventory or Additional Benefits on the Prizzma Website from the internet address designated in their Prizzma Benefits Handbook.

. The procedures and other rules by which Participants may submit Reservation Requests and receive Confirmed Reservations are set forth in the Prizzma Benefits Handbook and are generally stated as follows:

b. Participants shall have the right to make Reservation Requests for the Prizzma Inventory and Additional Benefits available to their Participant Category by using the required number of Prizzma Credits applicable to such Inventory (or, if permitted by Operator, the monetary equivalent for such Prizzma Credits), as set forth from time to time on the Prizzma Website.

c. At the time of issuing a Confirmed Reservation, Operator will simultaneously deduct the applicable number of Prizzma Credits from the Participant’s account.

d. Reservations are subject to the minimum stay requirements set by the Host Resort. Except as otherwise noted on the Prizzma Website, Prizzma Inventory may not be changed or split into separate segments.

e. Reservation Requests for Additional Benefits (including any Prizzma Inventory offered as an Additional benefit) may be made at such times as provided in the Prizzma Benefits Handbook or on the Prizzma Website.

f. Except as otherwise provided in the Prizzma Documents, all Reservations are on a first come-first served space available basis, as availability is determined by Operator.

g. No Reservation Request shall be effective until a Confirmed Reservation has been issued.

During periods of high demand, i.e. national holidays, peak summer vacation weeks and school holidays, and at Resorts located in high demand vacation areas, space availability is limited. Participants making Reservation Requests for these times and at these Resorts are encouraged to make such Reservation Requests as early as possible, subject to the terms hereof.

In fact, all Participants are encouraged to make Reservation Requests as far as possible in advance of their vacation travel dates, subject to the terms hereof. Reservation Requests are arranged and confirmed on a first-come, first-served space-available basis, subject to the Participant Category limitations and priorities described in the Prizzma Documents, and there are no guarantees of fulfillment of any Reservation Request.

Reservation Priorities and Additional Requirements

.

Operator’s ability to issue any Confirmed Reservation, except as provided below, is based upon the availability of Prizzma Inventory and the Participant Category of the Participant making a Reservation Request. Each Participant shall only be permitted to receive Confirmed Reservations for Prizzma Inventory and Additional Benefits available to his or her Participant Category. Participants should carefully note the dates and other conditions for making Reservation Requests. Operator and its personnel will not represent that specific Resorts, Accommodations and dates can be guaranteed through the Program. Prizzma Inventory may from time to time be exchanged for other Accommodations, products and/or services, and Operator reserves the right to set aside Prizzma Inventory to fulfill Developer-Participant requests, bulk requests and various other needs. Demand of Prizzma Inventory and Additional Benefits may be influenced by many different factors including, without limitation, factors relating solely to one or more Participant Categories. Other limitations, restrictions and priorities may be employed in the operation of the Program, including limitations based on the factors used in ascribing Prizzma Credits such as the location of the applicable Resort (or the Resorts within the applicable Vacation Plan), relative demand, Accommodation types and sizes (i.e., number of bedrooms, bathrooms, kitchen type, etc.) and seasonality. These limitations, restrictions and priorities may not be uniformly applied and, as a result, certain Prizzma Inventory may be restricted in availability based upon applicable priorities and Participant Categories. Confirmed Reservations. Participants have the opportunity to search and select from available Prizzma Inventory or Additional Benefits listed on the Prizzma Website from the web address designated in their Prizzma Benefits Handbook. A Reservation Request is made by selecting the available Prizzma Inventory or Additional Benefits. A Reservation Request for available Prizzma Inventory or Additional Benefits will be confirmed upon payment of all Reservation Fees and any and all other required amounts

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(including any applicable taxes and fees), at which time Operator will deduct the corresponding number of Prizzma Credits from the Participant’s account. Notice of a Confirmed Reservation will be delivered electronically or in writing. Additional Reservation Information.

Notifications of Confirmed Reservations will include all pertinent information for the Participant to contact the Host Resort in connection with the Reservation. All Confirmed Reservations are final, non-transferable and are issued subject to the terms of this Disclosure Guide and the other Prizzma Documents including, without limitation, the Cancellation Policy. Operator is not responsible for documents or information not received due to the error of any third party.

Enjoyment of Prizzma Benefits

. Your enjoyment of Prizzma Benefits, including all Prizzma Inventory and Additional Benefits is subject to the Prizzma Documents. In addition, the reservation and use of Prizzma Benefits is subject to all rules, contractual obligations, laws, and regulations governing each Host Resort and the Accommodations therein and third party service provider and Operator-imposed rules which may be promulgated from time to time. Such rules and regulations may change from time to time without advanced notice. We will provide you with a copy of any such material rules for any Prizzma Benefits at the time a Reservation is made, and will email to you any material changes thereto made prior to your check-in date. By agreeing to be bound by the terms of this Disclosure Guide, you agree to comply with, and acknowledge that the receipt of any Prizzma Benefits is subject to, all applicable rules and regulations.

I.

GUESTS

Confirmed Reservations are not eligible for rental or exchange. Prizzma Benefits may not be used by Participants for any commercial purpose, including auction, rental or sale. Only those Persons named on the Confirmed Reservation paperwork may use the applicable Prizzma Inventory or Additional Benefit

; provided, however, that Participants may give their Prizzma Benefits to Guests as set forth herein. Likewise, the only Persons who may make a Reservation Request or receive a Confirmed Reservation shall be the Participant.

Participants who have obtained a Confirmed Reservation may gift such Reservation to a close friend or family member by purchasing a Guest Pass from Operator by payment of the then-applicable Guest Pass fee. Guest Passes may only be used by the individual(s) named thereon and their accompanied guests and may not be used by persons under the age of twenty-one (21). Guest Passes are non-transferable, and may not be used for any commercial purpose, including auction, rental or sale. Use of Guest Passes is subject to any conditions, restrictions or

limitations which may be imposed by the applicable Host Resort. Participants are responsible for all actions and inactions of, damages caused or expenses incurred by, their Guests. All Guest Pass sales are final and Guest Pass fees are non-refundable. Operator reserves the right, in its sole discretion (without refund or credit), to revoke a Confirmed Exchange or Guest Pass, terminate or suspend the participation of the applicable Participant, or deny access to any Prizzma Benefits in the event such Participant or its guests misuse a Confirmed Reservation or Guest Pass or otherwise breach the terms and Conditions of any Prizzma Document.

J. PRIZZMA FEES

Participants shall be required to pay all fees in connection with participation in the Program as described in their Participation Agreement and the Prizzma Benefits Handbook.

The amount of the current Participation Fees, Reservation Fees, Prizzma Credits extension fees, Guest Pass fees and certain other Prizzma-related fees applicable to each Participant are in his or her Participation Agreement and Prizzma Benefits Handbook. The amount of such fees may be changed from time to time in the sole and absolute discretion of Operator, subject to any Prizzma Benefits Agreement. Operator also reserves the right to impose on Participants such additional fees as determined by Operator in its sole discretion from time to time upon notice from Operator.

In addition to the foregoing, Participants are solely responsible for payment of any and all (1) sales, transient occupancy or similar taxes that may be imposed in connection with their receipt of any Prizzma Benefits and (2) port charges, gratuities, personal expenses, utility charges, security deposits and other fees or charges properly levied by a Resort or other party for the use of Accommodations, amenities and facilities; whether such are denominated in the Reservation Fee, collected by any Host Resort or otherwise imposed. Participants are solely responsible for all damage and loss to any Accommodations or other property at any Host Resort or otherwise in connection with the Program as a result of the Participant’s conduct (and/or the conduct of family, friends, invitees and Guests), as well as all personal charges incurred at the Host Resort or in connection with any Prizzma Benefits including, without limitation, telephone calls, Internet service, meals and beverages, and any other applicable and permissible charges imposed by the Host Resort or other Prizzma Benefits provider. In addition, some Prizzma Inventory or Additional Benefits may require or make available as an option, all-inclusive fees, which

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may be due upon arrival. These all-inclusive programs may include food and/or beverages, but are purely at the discretion of the Host Resort. Operator has sought to identify any such Resorts and label them accordingly on the Prizzma Website. Participants are solely responsible for any such payments.

J. ADDITIONAL BENEFITS

Operator reserves the right to offer benefits other than Prizzma Inventory to Participants. These benefits are referred to as Additional Benefits. The term “Additional Benefits” also includes Prizzma Inventory which may be offered and sold on a cash basis (as opposed to obtaining via Prizzma Credits). Additional Benefits may be selected and offered by Operator from time to time in its sole discretion and may include, for example, cruises, hotel and non-Resort Accommodations, “special” or “promotional” offers,

and other accommodations, products and services. Operator may periodically amend, replace, add and/or delete Additional Benefits in its sole and absolute discretion. The Additional Benefits, if any, which may be available to each Participant are based on his or her Participant Category. Operator does not guarantee that any specific Additional Benefit(s) will be available to any Participant or Participant Category, or, if made available, will remain available. Participants who use Additional Benefits may be required to pay for any such Additional Benefits in cash, via Prizzma Credits or by other methods as Operator may require.

K. CANCELLATION POLICY

Participant Cancellations

. The procedure for cancellation of Confirmed Reservations, as well as the circumstances in which Participants may lose the use and occupancy of Accommodations and the Prizzma Credits used in connection with a Reservation are further set forth in the Prizzma Benefits Handbook. All Participant cancellations of Confirmed Reservations shall be subject to the terms hereof and the additional rules and regulations set forth in the Prizzma Benefits Handbook.

Operator Cancellations. Operator reserves the right, in its sole discretion, to cancel without refund or credit any Confirmed Reservation in the event that a Participant’s Reservation Fee or other amount payable in connection with a Reservation is rejected by the Participant’s bank or credit card company, the Participant has not fully prepaid all annual maintenance fees, assessments, dues, taxes, and other charges relating to its ownership or membership in the applicable Resort or Vacation Plan, or the Participant otherwise ceases to be in Good Standing with Operator or its Resort or Vacation Ownership Program, whether caused by the expiration without renewal of your Participation Term, the termination or suspension of

participation, your becoming delinquent in the payment of any obligation under the Prizzma Documents or to any Resort or Vacation Plan developer, owners association or manager, your breach of any obligation under the Prizzma Documents, or otherwise.

Operator may cancel or suspend participation privileges of any Participant failing to comply with any Prizzma Document.

Host Resort/Provider Cancellations.

Operator is not liable for the resulting cancellations in the event that a Host Resort cancels a Confirmed Reservation, whether due to such Resort being uninhabitable at the cause of a natural disaster or otherwise and the Prizzma Credits used towards any such Reservation will not be eligible for another Reservation. An additional Prizzma Credits Issuance Event will be required to receive new Prizzma Credits in furtherance of another Reservation and an additional Reservation Fee shall be due and payable in connection therewith.

L. DEVELOPER-PARTICIPANTS The names and addresses of all currently participating Developer-Participants as of the Effective Date are set forth in this Disclosure Guide. Additions, deletions, and/or substitutions of Developer-Participants to Prizzma are at the sole discretion of the Operator. The number of Partner Participants eligible to participate in the Program for each Developer-Participant as of the Effective Date is also set forth in this Disclosure Guide.

M. AVAILABLE ACCOMMODATIONS

The name and address of the site of each Participating Resort available to each Participant Category as of the Effective Date, including the number of Accommodations available for occupancy at each such Participating Resort, expressed in the numerical groupings (for the number of Accommodations therein) of 1-5; 6-10; 11-20; 21-50; and 51 and over, is set forth, to the extent available, in the applicable Prizzma Benefits Handbook. Additions, modifications and deletions of Participating Resorts and the Accommodations therein are at sole discretion of Operator. In making additions of Participating Resorts, Operator may consider factors such as size, location, and quality of the Resort and its Accommodations.

N. ACKNOWLEDGEMENTS AND CONSENTS

By acceptance of this Prizzma Disclosure Guide, you expressly acknowledge and agree to the terms and conditions described herein, including the following:

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In order to participate in Prizzma or receive any Prizzma Benefits, you must remain a Participant in Good Standing. A Participant in “Good Standing” is a Participant: (a) who is current in the payment of all amounts due to Operator, (b) is in compliance with all Prizzma Documents, (c) whose participation is not suspended or terminated, (d) whose Participation Term has not expired without renewal, and (e) who has not asserted or overtly threatened any claim or action against Operator or any Indemnitee.

You remain subject to any and all procedures, terms, conditions, rules and regulations, and financial obligations related to your ownership/membership in your Resort or Vacation Interest, and your failure to fully comply with such obligations may result in such Participant being unable to enjoy the rights and benefits otherwise available in connection with Prizzma. All Participants are deemed to have consented to the terms and conditions of their Developer-Participant’s Prizzma Benefits Agreement, as applicable, and to have further consented to the appointment of their respective Developer-Participant, as applicable, as their authorized representative to act on behalf of such Participants with respect to such Prizzma Benefits Agreement and the Program. Wherever a Developer-Participant’s acknowledgement, consent, understanding or agreement is stated or implied in the applicable Prizzma Benefits Agreement, such acknowledgement, consent, understanding or agreement shall be deemed to also have been given by Participant.

Accommodations, services and amenities related to Inventory vary by location and resort, and Accommodations may vary in size, décor and other factors.

Operator is not responsible for loss, damage to, or theft of personal property, or any personal or bodily injury, related to the receipt or use of Prizzma Benefits by you, your Guests or their family members, guests and invitees.

Any and all damages must be reported immediately to the Host Resort staff. You are solely responsible for all damages to any Accommodations or other facilities and amenities at any Host Resort as a result of your conduct (and the conduct of your family, friends, invitees and Guests, and the family, friends and invitees of Guests), as well as all personal charges incurred including, without limitation, telephone calls, Internet service, meals and beverages, and any other applicable charges.

Any Participant whose conduct, whose Guest’s conduct or whose family member’s, guest’s or invitee’s conduct, shall be deemed by the Operator to be likely to adversely affect the welfare, safety, harmony or good reputation of the Operator, the Program, any Developer-Participant or Participating Resort or is otherwise improper, may be reprimanded, suspended or expelled from Prizzma, and have all privileges associated therewith suspended or terminated. Operator shall be the sole arbiter of what constitutes improper conduct as contemplated herein.

All Reservation transactions are between Operator and the applicable Participant. Guests are not parties to any transaction between Operator and Participants.

Any liability of Operator liability to you or your family, friends, invitees and Guests, and the family, friends and invitees of Guests, for any loss, injury or damages in connection with this Disclosure Guide or the Program or resulting from their use of or inability to use the Program shall be limited to the fees paid to Operator for the relevant use. In no case shall Operator be liable for special, consequential, incidental or indirect damages. Non-Program related programs and services offered through Operator or by third parties with permission of Operator, are subject to separate terms and conditions and may be changed, eliminated or added to without prior notice to Participants. Operator shall not be responsible for the action or omissions and/or representations (whether oral or written) of any third parties. This limitation applies regardless of the form of action whether in contract, tort or otherwise. This limitation of liability shall also apply to Operator and all affiliated companies, successors, assigns and agents of Operator.

The total number of people occupying any Accommodation must not exceed the maximum occupancy set forth in the Reservation Confirmation, Host Resort regulations and/or applicable law; otherwise, access may be refused without further obligations on the part of Operator and the Reservation Fee, Prizzma Credits and other amounts paid by in furtherance of the Reservation will be forfeited.

Upon the renewal of participation and upon each instance of receipt of a Confirmed Reservation, any and all legal claims of a Participants against Operator are and shall be waived and Operator is and shall be released from any and all liability arising from a Participant’s participation in the Program with respect to a claim which may have occurred through the date of renewal or receipt of such Confirmed Exchange.

Any complaints about the Accommodations or services provided at a Host Resort should be made at the earliest opportunity to a person of authority at the Host Resort. In the event the Host Resort does not resolve the matter, you may notify Operator in writing and provide complete and accurate details of the matter within thirty (30) days of your return. We reserve the right to refuse to consider any complaints made where this procedure has not been followed.

O. AMENDMENTS

Operator reserves the right to amend this Disclosure Guide, the Prizzma Terms and Conditions and the other Prizzma Documents at any time and for any lawful reason in its sole discretion. Such amendments may include, without limitation, amendments to the fees, benefits and reservation procedures and priorities described herein and therein. This Disclosure Guide will be effective as to each Participant commencing on such Participant’s electronic

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acceptance hereof or acceptance at point of sale from your Developer-Participant and will continue to be effective, as amended from time to time, until participation is terminated or ended or an amendment to this Disclosure Guide becomes effective, from which point the amended document shall control. Participants will be provided with notice of all material changes to any Prizzma Documents subsequent to the effective date of this Disclosure Guide. Operator reserves the right to provide such notice via email and/or posting on the Prizzma Website and/or the website of any applicable Developer-Participant. Operator further reserves, in its sole discretion, the right to modify, waive or eliminate any term or condition with respect to any Participant or Participant Category, including, without limitation, any and all fees. Should Operator allow any Participant to deviate from the provisions of any Prizzma Document, Operator may insist on strict compliance at any time after written notice. Operator’s silence or inaction may not be used to establish a waiver, consent, course of dealing, implied modification or estoppel. All modifications, waivers, approvals and consents of or under the Prizzma Documents by Operator must be in writing and signed or promulgated by Operator’s authorized representative to be effective. The provisions of this Disclosure Guide shall survive termination of your Prizzma participation.

P. RENEWAL OF PARTICIPATION; ASSIGNMENT

Participation shall be for the Participation Term described in the Prizzma Documents, and may be voluntarily renewed for the then-applicable Participation Term in accordance with the Prizzma Terms and Conditions. Failure to pay the applicable Participation Fee at the time of renewal shall result in termination of participation, and you may be responsible for a reinstatement fee (in addition to the applicable Participation Fee) in order to reinstate participation. Participation is personal to each Participant and may not be transferred or assigned in whole or in part, nor pledged or encumbered, without Operator’s prior written consent except as otherwise expressly provided in your Prizzma Benefits Handbook. Participants may not withdraw from the Program until the expiration of the Participant’s Participation Term as set forth in the Participation Agreement and participation confirmation email.

Q. GENERAL

The Participation Agreement, this Disclosure Guide, the Prizzma Terms and Conditions and the other Prizzma Documents constitute the entire agreement between us and you pertaining to the subject matter hereof, and supersede all previous communications, representations, or agreements,

either oral or written, between the parties relating to such subject matter. In addition to all other rights of Operator in the Prizzma Documents, Operator shall have the right to take such actions, as determined by Operator in its discretion, to ensure the continuing operations and integrity of the Program. Such actions may include, but not be limited to, restricting the ability of certain Participants or Categories to access certain Prizzma Benefits or Prizzma Inventory, restricting the timing or amount of Prizzma Credits that may be distributed and changing Prizzma Credit Issuance Events, and adjusting the Prizzma Credit value of Vacation Points, Inventory, Additional Benefits and other products. Should Operator be prevented, hindered or delayed in the performance of any obligation hereunder, including, but not limited to, providing Prizzma Benefits (such as Accommodations relating to Prizzma Inventory, or Additional Benefits) due to a “Force Majeure” beyond its reasonable control, and which cannot reasonably be circumvented by Operator through the use of alternate sources or other means, then Operator shall be excused from further performance upon written notice to the affected Participant stating the reason for such nonperformance. The term “Force Majeure”, as used herein, shall include, without limitation, (i) an act of god or public enemy, fire, explosion, perils of the sea, lightning, earthquake, storm, flood, declared or undeclared war, revolution, insurrection, riot, act of piracy, act of terrorism, sabotage, blockade, embargo, accident, epidemic or quarantine; (ii) action by a governmental authority which prevents or delays performance of Operator’s obligations hereunder; or (iii) a strike, lockout or other labor unrest resulting from any cause and whether or not the demands of the employees involved are reasonable or within Operator’s power to concede. Notwithstanding Operator’s inability to perform any obligation hereunder, the Member’s obligations hereunder shall continue. Participants

waive any and all claims against Operator in the event that any Accommodations or other Prizzma Benefits for which a Confirmed Reservation has been issued become unavailable due to any Force Majeure.

This Disclosure Guide and the other Prizzma Documents shall be construed in accordance with the laws of the State of Florida. By participating in Prizzma, each Participant irrevocably and unconditionally submits for itself and its property, to the jurisdiction of the courts of Palm Beach County, Florida for any and all disputes arising in relation to Prizzma. Participants agree that not to institute or seek to institute any litigation arising out of or relating to Prizzma in any forum other than a court of Palm Beach County, Florida. WAIVER OF JURY TRIAL. EACH PARTICIPANT HEREBY WAIVES THE RIGHT TO A JURY TRIAL IN ANY ACTION RELATED TO THE TERMS AND CONDITIONS HEREOF OR THE RELATIONSHIP BETWEEN ANY INDEMNITEE AND

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ANY PARTICIPANT, GUEST, FAMILY MEMBER, INVITEE, AND ANY OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. If any legal action is initiated by a Participant or a Guest or by Operator pertaining, directly or indirectly, to the Prizzma Documents or Operator in general, and Operator prevails, that Participant or Guest shall, without limitation, pay all costs

incurred by Operator in defending such action, including reasonable attorneys’ fees, paralegal fees and court costs. Operator’s logo, brand name and other trademarks may not be used without the prior written permission of Operator. Other logos and brand names described herein may be trademarks of their respective owners.

PRIZZMA, PRIZZMA EXCHANGE PROGRAM, PRIZZMA INVENTORY COLLECTION, and related markings and design are trademarks that may not be used without the prior written permission of Operator and its affiliates. Other brand names may be trademarks of their respective owners. © 2013

Prizzma, LLC and its affiliates.

EXHIBIT “A”

[See Attached Prizzma Benefits Handbook]

RECEIPT

The undersigned owners/purchasers hereby acknowledge their receipt of Prizzma Disclosure Guide and the Prizzma Benefits Handbook attached as Exhibit A thereto, to which this Receipt is attached. Signature: ____________________________

Signature: ____________________________

Print Name: _____________________

Print Name: _____________________

Date: _____________________

Date: _____________________

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© 2013 PRIZZMA, LLC. ALL RIGHTS RESERVED. THIS PRIZZMA BENEFITS HANDBOOK MAY NOT BE REPRODUCED WITHOUT PRIOR WRITTEN PERMISSION OF PRIZZMA, LLC.

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PRIZZMA™ DISCLOSURE GUIDE

PRIZZMA™ BENEFITS HANDBOOK

BLUEGREEN VACATION CLUB PARTICIPANT CATEGORY

This Prizzma Benefits Handbook constitutes Exhibit A of your Prizzma Disclosure Guide and is intended to provide you with additional information concerning your participation in the Prizzma Exchange Program™ as a Participant in the Bluegreen Vacation Club Participant Category. Please read the entire Disclosure Guide, including this Prizzma Benefits Handbook, as well as your Bluegreen Traveler Plus Program materials, carefully and save a copy for your records. As used herein, the terms “we”, “us”, “our” and “Operator” refer to Prizzma, LLC, the owner, operator and administrator of Prizzma™. The terms “you,” “your,” and “Participant” refer to the Participants and other persons we permit to receive any Prizzma Benefits. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Prizzma Disclosure Guide. The Effective Date of this Prizzma Benefits Handbook is June 1, 2012.

A. PRIZZMA BENEFITS HANDBOOK

The purpose of this Prizzma Benefits Handbook is to provide you with specific information concerning the Prizzma Benefits available to you as a Participant within Prizzma’s Bluegreen Vacation Club Participant Category (the “BVC Participant Category” or “your Participant Category”). This Prizzma Benefits Handbook applies to you and the other Participants in the BVC Participant Category, referred to herein as “BVC Participants.” All references herein to the term “Disclosure Guide” shall mean and include the Prizzma Disclosure Guide, together with and including this Prizzma Benefits Handbook attached thereto as Exhibit A. The terms of the Prizzma Disclosure Guide are hereby incorporated into this Prizzma Benefits Handbook.

B. BVC PARTICIPANT CATEGORY

Your participation in Prizzma shall be as a BVC Participant. Because participation as a BVC Participant is limited to members of the Bluegreen Vacation Club who are Charter Certificate Owners who have enrolled in the Bluegreen Traveler Plus Program since July 1, 2006, your right to continue participation as a BVC Participant is conditioned upon your continued enrollment in the Bluegreen Traveler Plus Program, as well as the conditions for Participation set forth in Section D of the Disclosure Guide and the other Prizzma Documents. Your participation as a BVC Participant in Prizzma is further dependent upon the continued participation of Bluegreen Vacation Club in Prizzma. Should Bluegreen Vacations Unlimited, Inc. or Bluegreen Vacation Club, Inc., collectively “Bluegreen,” your Developer-Participant, fail to perform its obligations to Operator under its Prizzma Benefits Agreement or should such Prizzma Benefits Agreement expire without renewal or terminate, your participation rights as a BVC Participant may be terminated. Your participation as a BVC Participant is further subject to the other conditions and limitations described elsewhere in the Prizzma Documents and Bluegreen Traveler Plus Program materials. In addition, your electronic or point of sale submittal to and acceptance by Operator of your Prizzma registration and Participation Agreement constitutes your consent

to the terms and conditions of the Prizzma Benefits Agreement between Operator and Bluegreen and you are subject to all acknowledgements, consents, understandings and agreements of Bluegreen thereunder. Your Participation Term is set forth in the Prizzma Terms and Conditions applicable to the BVC Participant Category, subject, however, to your continued enrollment in the Bluegreen Traveler Plus Program, the terms hereof and your compliance with the Prizzma Documents, the terms and conditions of ownership/membership in Bluegreen and the Bluegreen Traveler Plus Program.

C. BLUEGREEN POINTS AND PRIZZMA CREDITS

In order to receive any of the Prizzma Benefits available to BVC Participants, you must first obtain the requisite number of “Prizzma Credits” – however, notwithstanding any provision of the Prizzma Documents to the contrary, Operator reserves the right to express and/or characterize Prizzma Credits as Bluegreen Points for BVC Participants. You may obtain Prizzma Credits from Operator by causing a Prizzma Credit Issuance Event as set forth in the Disclosure Guide and making a Prizzma Credit Request to Operator via the BVC Participant Webpage or the Bluegreen Traveler Plus Contact Center at 800-459-1597. Prizzma Credit Issuance Events for BVC Participants include: (1) relinquishing Bluegreen Points to Bluegreen and providing notice thereof to Operator (provided that Bluegreen confirms such notice and has deposited the requisite amount of Inventory into the Prizzma Inventory Collection on your behalf); (2) depositing Inventory directly into the Prizzma Inventory Collection; (3) transferring other permitted products to Operator; or (4) purchasing Prizzma Credits from Operator. For those BVC Participants desiring to receive Prizzma Credits by relinquishing Bluegreen Points to Bluegreen per option (1) above, Operator has currently assigned and allocated, as of the Effective Date hereof and subject to adjustment as provided in the Prizzma Documents, one (1) Prizzma Credits for each Bluegreen Point. Only Annual, Borrowed or Rented BVC Vacation Points

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may be used to receive Prizzma Credits and reserve Prizzma Inventory. Prizzma Credits may be expressed in terms of BVC Vacation Points for BVC Participants. The number of Prizzma Credits to be assigned and allocated to Inventory directly deposited into the Prizzma Inventory Collection by Participants per option (2) above, as well as any other products or cash accepted by Operator for the acquisition of Prizzma Credits per options (3) or (4) above, shall be determined by Operator on a case by case basis based upon factors such as the location of the applicable Resort or Resorts within the applicable Vacation Interest, relative demand, Accommodation types and sizes (i.e., number of bedrooms, bathrooms, kitchen type, etc.), seasonality, the terms of Prizzma Benefits Agreements entered into with applicable Developer-Participants, and other factors as Operator may determine from time to time. Prizzma Credit values may be periodically adjusted or amended from time to time, as determined by Operator in its sole discretion, subject to any Prizzma Benefits Agreement, in response to actual Participant use patterns and changes in Participant use demand for Prizzma Inventory. Any such adjustment or amendment may result in an increase or decrease in the number of Prizzma Credits received by BVC Participants in connection with any Prizzma Credit Issuance Event.

D. RESERVATION PROCEDURES BVC Participants have the opportunity to search and select from available Prizzma Inventory or Additional Benefits listed on the Bluegreen Owner Website: wwwbluegreenonline.com

(the “BVC Participant Webpage”). A Reservation Request is made by selecting the available Prizzma Benefit and completing the transaction via the BVC Participant Webpage. As an alternative, BVC Participants may make Reservation Requests via the Bluegreen Traveler Plus Contact Center at 800-459-1597. Reservation Requests for available Prizzma Benefits will be confirmed upon payment of all applicable Reservation Fees and other required amounts (including any applicable taxes and fees), at which time Operator will deduct the corresponding number of Prizzma Credits from your account. Notice of a Confirmed Reservation will be delivered electronically.

The number of Prizzma Credits required for BVC Participants to receive a Confirmed Reservation for any available Prizzma Benefits will be set forth on the Prizzma Website. Operator will determine and may change this number from time to time based upon the factors set forth in the Disclosure Guide, and disclose such changes from time to time by posting on the Prizzma Website. In addition to the procedures set forth in the Disclosure Guide, the following procedures apply to Reservation Requests by BVC Participants:

You must be current in all of your obligations in Bluegreen Vacation Club, including payment of the annual maintenance fee corresponding to the applicable year and any mortgage or other obligations to Bluegreen or in connection with your Vacation Interest in order to submit a Reservation Request.

Your status as a member in the Bluegreen Traveler Plus Program must be “active” in order to submit a Reservation Request.

Reservation Requests for Prizzma Inventory of seven (7) or more consecutive nights of occupancy may be made at any time within eight (8) months prior to the requested check-in date.

Reservation Requests for Prizzma Inventory of less than seven (7) consecutive nights of occupancy may be made at any time within three (3) months of the requested check-in date. The minimum duration for a Reservation of Prizzma Inventory is two (2) nights.

E. PRIZZMA FEES

General

. In order to participate as a BVC Participant and/or receive your Prizzma Benefits, you are responsible for the payment of all applicable fees set forth in this section and otherwise provided in the Prizzma Documents.

Participation Fees

. Participation Fees for BVC Participants are currently included in the Bluegreen Traveler Plus Program dues. Operator reserves the right, in its sole discretion, to at any time require BVC Participants to pay an additional Participation Fee to participate in Prizzma, and to modify any such Participation Fees. BVC Participants will be advised by Operator of any such additional Participation Fees or changes. Operator retains the right to waive or materially decrease any Participation Fees for any reason.

Reservation Fees (Prizzma Inventory)

. All Reservations for Prizzma Inventory by BVC Participants require the remittance of the requisite number of Prizzma Credits as described on the Prizzma Website. In addition, Operator may charge a Reservation Fee to process and confirm each Reservation for Prizzma Inventory. Such Reservation Fee is due prior to Operator’s issuance of a Confirmed Reservation. The current Prizzma Inventory Reservation Fee for BVC Participants is $49.00 USD.

Reservation Fees payable by BVC Participants for Reservations of Prizzma Inventory may vary and are subject to change at Operator’s sole discretion, and BVC Participants will be advised by Operator of any such changes. Operator retains the right to waive or materially decrease any such Reservation Fees for any reason, including, by way of example, in connection with various promotions conducted by Operator from time to time. Notwithstanding the foregoing, Prizzma Inventory offered and reserved as Additional Benefits shall be governed by the following subsection.

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Reservation Fees (Additional Benefits)

. All Reservations for Additional Benefits by BVC Participants may require the remittance of the requisite number of Prizzma Credits (or cash equivalent) as described on the Prizzma Website. In addition, Operator may charge a Reservation Fee to process and confirm each Reservation for Additional Benefits (including Prizzma Inventory offered as Additional Benefits). Such Reservation Fee is due prior to Operator’s issuance of a Confirmed Reservation. The current Additional Benefits Reservation Fee for BVC Participants is $49.00 USD.

Reservation Fees payable by BVC Participants for Reservations of Additional Benefits may vary and are subject to change at Operator’s sole discretion, and BVC Participants will be advised by Operator of any such changes. Operator retains the right to waive or materially decrease any such Reservation Fees for any reason, including, by way of example, in connection with various promotions conducted by Operator from time to time. Prizzma Credits Extension Fees

. In certain circumstances as determined solely by Operator, Participants may receive the opportunity to extend the expiration date of Prizzma Credits in increments of an additional three or six months, up to and including a maximum deposit extension of one year upon the payment of the then-applicable Prizzma Credits extension fees. The current Prizzma Credits extension fees for BVC Participants have not been established and extension of Prizzma Credits is not currently available to BVC Participants. The availability of extension of Prizzma Credits is solely in the discretion of Operator, and extension fees payable by BVC Participants may be established, may vary and are subject to change, at Operator’s sole discretion, and BVC Participants will be advised by Operator of any such changes. Operator retains the right to waive or materially decrease any such extension fees for any reason.

Guest Pass Fees

. Payment of the then-applicable Guest pass fee is required prior to any BVC Participant’s gifting of a Confirmed Reservation to a close friend or family member. The current Guest pass fee for BVC Participants is $0 USD.

Such Guest pass fees may vary and are subject to change at Operator’s sole discretion, and BVC Participants will be advised by Operator of any such changes. Operator retains the right to waive or materially decrease any such Guest fees for any reason. In addition to the foregoing, Participants are solely responsible for payment of any and all (1) sales, transient occupancy or similar taxes that may be imposed in connection with their receipt and use of any Prizzma Benefits; (2) port charges, gratuities, personal expenses, utility charges, security deposits and other fees or charges properly levied by a Resort or other party for the use and occupancy of Accommodations, amenities and facilities; whether such are denominated in the Reservation Fee, collected by any Host Resort or otherwise imposed and (3) all actions and inactions of, damages caused or expenses incurred by, their Guests.

Additional Fees

. In addition to the foregoing, Operator reserves the right to impose on BVC Participants such additional fees as determined by Operator in its sole discretion from time to time upon notice from Operator.

F. ADDITIONAL BENEFITS Operator may from time to time offer Prizzma Inventory and various other benefits to BVC Participants as Additional Benefits. Additional Benefits which remain available to BVC Participants are set forth on the BVC Participant Webpage. Operator has the right to amend, replace, add and/or delete Additional Benefits available to BVC Participants in its sole and absolute discretion.

G. CANCELLATION PROCEDURES

Cancellations of Confirmed Reservations by BVC Participants are subject to the cancellation policies set forth in the Disclosure Guide, as well as the following cancellation procedures, terms and conditions: Similar to reservations made in connection with your BVC ownership, if you need to cancel or modify a Confirmed Reservation for Prizzma Inventory, you must contact the Bluegreen Traveler Plus Contact Center. Any request to modify or cancel a Confirmed Reservation, if requested more than 24 hours after receipt of such Confirmed Reservation, is subject to a $50.00 administrative fee. Should you (i) cancel a Confirmed Reservation of Prizzma Inventory (other than Prizzma Inventory offered and reserved as an Additional Benefit) less than ten (10) days prior to the designated check-in date or (ii) fail to check-in on the designated check-in date without notifying Operator in advance to request an alternative check-in time; you will forfeit both the Confirmed Reservation and the Prizzma Credits used to obtain the Confirmed Reservation if you cancel the Confirmed Reservation. Therefore, if you do not receive a Confirmed Reservation prior to the expiration of any Prizzma Credits or, if you cancel a Confirmed Exchange within ten (10) days of your scheduled check-in date, you will lose the use and occupancy of your deposited Inventory without receipt of substitute Accommodations from Operator.

H. AVAILABLE ACCOMMODATIONS As of the Effective Date, you and the other BVC Participants have the opportunity, subject to the Prizzma Documents, to submit Reservation Requests for any of the following Participating Resorts, expressed in the numerical groupings (for

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the number of Accommodations therein) 1-5; 6-10; 11-20; 21-50; and 51. Additions, modifications and deletions of Participating Resorts and the Accommodations therein are at sole discretion of Operator. In making additions of Participating Resorts, Operator may consider factors such as size, location, and quality of the Resort and its Accommodations. SANDCASTLE AT BIRCH BAY 7854 Birch Bay Drive Birch Bay, Washington 98230 United States TETON CLUB / ASSOCIATE 3340 W Cody Drive Teton Village Jackson Hole, Wyoming 83025 United States KONA REEF / ASSOCIATE 75-5888 Alii Drive Kona, Hawaii 96740 United States CIMARRON GOLF RESORT 67-707 30th Avenue, Cathedral City Palm Springs, California 92234 United States THE MINERS CLUB 4070 Willow Draw Park City, Utah 84098 United States PARK PLAZA / ASSOCIATE 2060 Sidewinder Drive Park City, Utah 84060 United States FRANZ KLAMMER LODGE / ASSOCIATE 567 Mountain Village Boulevard Telluride, Colorado 81435 United States THE RIVER CLUB / ASSOCIATE 550 West Depot Avenue Telluride, Colorado 81435 United States WHISKI JACK RESORTS / ASSOCIATE 4090 Whistler Way Whistler, British Columbia VON1B4 Canada CLUB REGINA CANCUN Boulevard Kukulcan km 20.5 Cancun, Quintana Roo 77500 Mexico VILLA VERA PUERTO ISLA MUJERES Puerto de Abrigo S/N Prolongacion Aeropuerto, Laguna Macax Isla Mujeres, Quintana Roo 77400 Mexico CLUB REGINA LOS CABOS Carretera Transpeninsular Kilometro 22.5 Los Cabos, Baja California Sur 23400 Mexico

CLUB REGINA PUERTO VALLARTA Paseo de la Marina Sur 205 Puerto Vallarta, Jalisco 48354 Mexico Participating Resorts with 1-5 Accommodations available for BVC Participant Category Reservations: Kona Reef Participating Resorts with 6-10 Accommodations available for BVC Participant Category Reservations: The River Club, Villa Vera Puerto Isla Mujeres, Franz Klammer Lodge Participating Resorts with 11-20 Accommodations available for BVC Participant Category Reservations: Teton Club, Miners Club Participating Resorts with 21-50 Accommodations available for BVC Participant Category Reservations: Cimarron Golf Resort, Club Regina Cancun, Club Regina Los Cabos, Park Plaza, Sandcastle at Birch Bay, Whiski Jack Resorts Participating Resorts with 51+ Accommodations available for BVC Participant Category Reservations: Club Regina Puerto Vallarta

I. PRIZZMA PARTICIPANTS

The following is the number of currently enrolled Participants for each Developer-Participant applicable to the RVC Participant Category participating in Prizzma as of the Effective Date, expressed within the numerical groupings 1-100; 101-249; 250-499; 500-999; and 1000 and over: Developer-Participants with 1-100

None. Participants:

Developer-Participants with 101-249

None. Participants:


None. Participants:


None. Participants:

Developer-Participants with 1000+

Bluegreen Vacation Club. Participants:

. .

A statement of the criteria used to determine those Participants who are currently eligible to participate in Prizzma is contained in Section D above.

J. PRIZZMA STATISTICS

5


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This Disclosure Guide which is an initial disclosure statement for the Program. This Prizzma Benefits Handbook supplements the Disclosure Guide for BVC Participants and the BVC Participant Category. Operator will cause to be performed an independent audit for each calendar year for the BVC Participant Category, and all information required by applicable state law to be reported will be reported. Such reports will commence for the calendar year ending December 31, 2012. Subsequent to such audit, this Prizzma Benefits Handbook will be amended as required by applicable state law in order to amend the following disclosures: 1. The number of BVC Participants currently enrolled in the Program as of the Effective Date is approximately 76,000. 2. The number of accommodations and facilities that have current written Prizzma Benefits Agreements with Operator that are eligible to participate in the Program as of Effective Date is one (1). 3. The percentage of Confirmed Reservations, expressed as the number of Confirmed Reservations divided by the number of Reservation Requests properly applied for by BVC Participants, as of Effective Date is N/A. The percentage of Confirmed Reservations is a summary of the Reservation Requests entered with the Operator in the period reported. The percentage of Confirmed Reservations does not indicate a Participant’s probability of being confirmed to any specific choice or range of choices, since availability at individual locations may vary. 4. The number of Confirmed Reservations for which Operator has an obligation to provide in subsequent years to BVC Participant who relinquished Vacation Points or Inventory in connection with the Program during the current year is: zero (0)

.

5. The number of Confirmed Reservations by BVC Participants during the year ending December 31, 2011 is N/A.

K. AMENDMENTS Operator reserves the right to amend the Disclosure Guide, including this Prizzma Benefits Handbook, at any time and for any lawful reason in its sole discretion. Such amendments may include, without limitation, amendments to the fees, benefits and reservation procedures and priorities described herein and therein. This Prizzma Benefits Handbook will be effective as to each Participant commencing on such Participant’s electronic acceptance or acceptance at point of sale of the Disclosure Guide and will continue to be effective, as amended from time to time, until participation is terminated or ended or an amendment to this Prizzma Benefits Handbook becomes effective, from which point the amended document shall control. Participants will be provided with notice of all material changes to this Prizzma Benefits Handbook subsequent to the Effective Date of this Prizzma Benefits Handbook. Operator reserves the right to provide such notice via email and/or posting on the Prizzma Website and/or Bluegreen’s website. Operator further reserves, in its sole discretion, the right to modify, waive or eliminate any term or condition with respect to any Participant, including, without limitation, any and all fees. Should Operator allow any Participant to deviate from the provisions hereof, Operator may insist on strict compliance at any time after written notice. Operator’s silence or inaction may not be used to establish a waiver, consent, course of dealing, implied modification or estoppel. All modifications, waivers, approvals and consents of or under this Prizzma Benefits Handbook by Operator must be in writing and signed or promulgated by Operator’s authorized representative to be effective.

PRIZZMA, PRIZZMA EXCHANGE PROGRAM, PRIZZMA INVENTORY COLLECTION, and related markings and design are trademarks that may not be used without the prior written permission of Operator and its affiliates. Other brand names may be trademarks of their respective owners. © 2013 Prizzma, LLC and its affiliates.

1 © 2013 PRIZZMA, LLC. ALL RIGHTS RESERVED. THIS PRIZZMA BENEFITS HANDBOOK MAY NOT BE REPRODUCED WITHOUT PRIOR WRITTEN PERMISSION OF PRIZZMA, LLC.

PRIZZMA™ TERMS AND CONDITIONS

These Prizzma Terms and Conditions (“Terms and Conditions”), together with the Prizzma Disclosure Guide and the other Prizzma Documents, governs your participation in the Prizzma Exchange Program (“Prizzma” or the “Program”), your use of the Prizzma Website and your receipt of Prizzma Benefits. Please read this publication carefully and save a copy for your records. As used herein, the terms “we”, “us”, “our” and “Operator” refer to Prizzma, LLC, the owner, operator and administrator of Prizzma™. The terms “you,” “your,” and “Participant” refer to the Participants and other persons we permit to receive any Prizzma Benefits. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Prizzma Disclosure Guide. The Effective Date of these Terms and Conditions is June 1, 2012. Participation in Prizzma is offered to you conditioned upon your acceptance of these Terms and Conditions at the point of sale from your Developer-Participant or by clicking on the appropriate selection on the Participation Agreement and registration page of our website. Acceptance of these Terms and Conditions constitutes your agreement to be bound by the terms hereof. Failure to accept these Terms and Conditions means you will not be able to proceed with the Prizzma™ registration process or become a Participant.

A. PRIZZMA PARTICIPATION

Upon electronic or point of sale submittal to and acceptance by Operator of your Prizzma registration and Participation Agreement, and your payment in full of the Participation Fee, you are permitted to participate in the Program as a member of the Participant Category described in your Participation Agreement and Prizzma Benefits Handbook. All aspects of your Participation are subject to these Terms and Conditions, the Prizzma Disclosure Guide (including the Prizzma Benefits Handbook) and any other documents which we promulgate governing participation in Prizzma (collectively, the “Prizzma Documents”). Subject to the Prizzma Documents and so long as you remain in Good Standing as a Participant, your Participation shall continue for an initial Participation Term of twelve (12) months commencing on the date of your enrollment in the Bluegreen Traveler Plus program, provided that you have enrolled in the Bluegreen Traveler Plus program since July 1, 2006 and further provided that you may be permitted to renew participation with continued enrollment in the Bluegreen Traveler Plus program and by payment of the then-applicable Participation Fee and upon Operator’s acceptance of your renewal in its sole discretion. All renewals shall be subject to the conditions to participation set forth in the Disclosure Guide and other Prizzma Documents. Your participation in the Program entitles you to use your Inventory, Vacation Points and other currencies to make Reservations of and enjoy the Prizzma Inventory and Additional Benefits available to your Participant Category, as more particularly described in and subject to the terms of the Prizzma Documents. However, in order to participate in Prizzma or receive any Prizzma Benefits, you must remain a Participant in Good Standing. A Participant in “Good Standing” is a Participant: (a) who is current in the payment of all amounts due to Operator and who is current in all conditions to participation set forth in the Disclosure Guide, including the Prizzma Benefits Handbook, (b) who is in compliance with all Prizzma Documents, (c) whose participation is not suspended or terminated, (d) whose Participation Term has not expired without renewal, and (e) who

has not asserted or overtly threatened any claim or action against Operator or any Indemnitee.

B. PAYMENT OF PRIZZMA FEES

Except as otherwise provided in the Prizzma Documents (including, for example, payments required to be made prior to receipt of Confirmed Reservations or Prizzma Benefits) or in writing by Operator, all fees and charges payable by Participants under the Prizzma Documents or in connection with participation in Prizzma are due on demand, which may be made electronically, or may be charged to the Participant’s credit/debit card or other payment system on file with Operator, which charges are hereby expressly authorized. Should any bill remain delinquent more than thirty (30) days, such unpaid amount will incur interest charges of one and one half percent (1.5%) per month (but shall not exceed the maximum permitted by law). Failure to pay any such fee or any other failure to timely make payments due to Operator is grounds for immediate termination or suspension of your participation. By accepting these Terms and Conditions, you authorize Operator to charge any outstanding amount to your credit/debit card or other payment system on file with Operator.

C. REPRESENTATIONS AND WARRANTIES

In addition to the any other acknowledgements, consents representations and warranties set forth in the other Prizzma Documents, you represent and warrant to Operator, and acknowledge and agree that:

You are at least 21 years of age and possess the legal authority to create a binding obligation.

You will use the Prizzma Website and all Prizzma Benefits in accordance with the Prizzma Documents.

Your participation is solely for personal enjoyment, is based upon its value as a leisure time experience and is not for investment purposes or with an expectation that it may be resold for profit.


No aspect of your participation in the Program has been represented to you as an investment opportunity.

All information which you have supplied to Operator is true, accurate, current and complete.

Operator may occasionally offer promotions, products and services through a variety of marketing programs, including through the use of telephone and email solicitations. You hereby expressly consent, agree to and request all such solicitations including, without limitation, solicitations by means of prerecorded messaging, automatic dialing equipment, predictive dialing equipment, email and/or similar marketing methods, and further including solicitations to your mobile telephone.

You have not been designated as, and are not, a terrorist, a “Specially Designated National” or a “Blocked Person” under U.S. Executive Order 13224, in lists published by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or otherwise.

Communications between you and Operator may be recorded and/or monitored for quality control and training purposes and your hereby consent to such recording and monitoring.

D. SUSPENSION OR TERMINATION OF PARTICIPATION

Suspension

. Your participation in the Program may be suspended by Operator if:

You misuse a Prizzma Benefit or breach any provision of the these Terms and Conditions, the Disclosure Guide or any other Prizzma Documents;

Your conduct, or the conduct of any of your Users (as defined below) is deemed by Operator in its sole discretion to be likely to adversely affect the welfare, safety, harmony or good reputation of the Operator, the Program any Developer-Participant or Participating Resort.

You fail to pay when due any charges, fees or other amounts due and owing to Operator and/or otherwise in connection with your Participation;

You default under your purchase contract or membership agreement with a Developer-Participant (as applicable) or fail to pay when due any mortgage payments (or similar purchase financing payments), maintenance fees, assessments, dues, taxes, and other charges relating to your Vacation Interest;

You or any User (as defined below) fail to pay when due any sums owed any Host Resort, provider of services or other third party in connection with the Prizzma Benefits or your Vacation Interest, or any taxes or other similar charges or fees as a result of a Confirmed Reservation;

Operator is required to do so by any local, state or federal governmental entity (or its equivalent if a foreign country) and by any laws, rules or regulations that may apply; or

Your Developer-Participant, Resort or Vacation Plan loses its good standing status with Operator.

Termination

. Your participation in the Program may be terminated by Operator if:

Following your suspension, you fail to cure the reasons tor such suspension within such time as determined by Operator, in its sole discretion;

The Program is terminated, which event shall terminate all participation; or

Your Developer-Participant, Resort or Vacation Plan is terminated by Operator, where Operator determines that such termination shall not affect your status as a Participant.

Any Participant whose participation is suspended or terminated is not in Good Standing as a Participant and is not eligible to receive Prizzma Benefits. Neither termination nor suspension, whether caused by breach, your election not to renew your participation or otherwise (including circumstances which are out of your control), relieves you of any outstanding obligations relating to your participation. In the event your participation is suspended or terminated, all existing reservations for Prizzma Benefits will be cancelled and all monies you previously paid, including your Reservation Fees, Prizzma Credits (and Inventory, Vacation Points, cash and/or other products submitted to receive such Prizzma Credits) and other amounts paid in furtherance of any cancelled Reservation, will be retained by Operator as liquidated damages, and not as a penalty. You agree that this is a reasonable estimate of damages.

E. ELECTRONIC SIGNATURE CONSENT

Consent. Operator requires that, unless expressly permitted by Operator, your Prizzma registration be electronically processed and that, except as otherwise provided herein, all of our written communications to you be conducted by electronic means. By accepting these Terms and Conditions and submitting your Prizzma registration you affirmatively consent and agree (initially and on an ongoing basis) that we may electronically provide to you all of the Prizzma Documents and all other disclosures, agreements, contracts, rules and regulations, account statements, Reservation and other receipts, modifications, amendments and all other documents relating to your participation in Prizzma (collectively, “Electronic Records”), including, for example, receipt of any and all amendments and/or updates to these Terms and Conditions, the Prizzma Disclosure Guide and the other Prizzma Documents and any disclosures required by law. All Electronic Records may be delivered to your Provided Email Address (as defined below) or we may post such Electronic Records on our Prizzma Website. If we post Electronic Records on our Prizzma Website, we will send an email to your Provided Email Address alerting you thereto. However, we reserve the right to send any or all records to you in paper form to your current postal mailing address in our file. Electronic notices shall have the same effect as if sent to you in paper form.


Scope and Withdrawal of Consent

. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all Electronic Records. Your agreement also permits the general use of electronic signatures in connection with your participation, and by accepting these Terms and Conditions you agree to be bound whenever you click on an “Agree”, “Accept,” “Purchase,” “Continue” or similar button on the Prizzma Website, at which time a valid, binding and enforceable electronic contract will be formed. Prizzma is a primarily Internet-based program; therefore, the withdrawal of your consent to electronically do business with us will result in the termination of your participation. Withdrawal may be performed by submitting a tangible, non-electronic request to us at Prizzma, LLC, 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431, Attn: Electronic Records, and subsequently confirming such request via telephone. Withdrawal will not affect the legal validity and enforceability of prior Electronic Records.

Paper Copy

. You have a right to receive a paper copy of any Electronic Records if applicable law specifically requires us to provide such documentation. To request a paper copy you must submit a tangible, non-electronic request to us at Prizzma, LLC, 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431, Attn: Electronic Records, with the details of your request. Paper copies will be provided to you at no charge within fourteen (14) days of receipt of the written request.

Equipment and Software Requirements

. To receive Electronic Records and to access our Prizzma Website, you need to have a computer with (i) internet access, (ii) an active email account at the Provided Email Address, (iii) Microsoft Internet Explorer 8.0 or higher and (iv) Adobe Acrobat Reader ™ 3.0 or higher. By electronically accepting these Terms and Conditions and submitting your Prizzma registration, you represent that you have such equipment and software and that you are able to download, access, read, review, print and store the Electronic Records we provide to you. We will notify you in the event that we change hardware or software requirements which will materially affect your ability to access any Electronic Records.

E-mail Communication

. You agree to maintain the e-mail address provided contemporaneously with your Prizzma registration or any substitute therefor (collectively, your “Provided Email Address”) as a valid, active email address. If you fail to maintain a valid Provided Email Address, then any notice we send to your old email address shall be deemed sufficient notice. You acknowledge and agree that the internet is inherently insecure, and that we have no liability to you for any loss, claim or damage arising or in any way related to our response(s) to any e-mail or other electronic communication that we in good faith believe you have submitted to us. We have no duty to investigate the validity or to verify any e-mail or other electronic communication. We may respond to an e-mail communication provided by you to either the address provided with the communication or the Provided Email Address. Any e-

mail returned to us undelivered may be re-sent to you at any other e-mail address that we have in your file, unless you have previously informed us through electronic or written notice that an e-mail address is no longer valid. Although we have no obligation to do so, we reserve the right to require authentication of e-mails or electronic communications. We will have no obligation, liability or responsibility to you or any other person or company if we do not act upon or follow any instruction to us in the event that a communication cannot be authenticated to our satisfaction.

F. PRIZZMA WEBSITE USE

Access to Prizzma Website

. As a Participant you will have access to areas of the Prizzma Website available to only your Participant Category via the username and password you selected as part of the registration process. You are prohibited from sharing your password with anyone. You must notify Operator immediately if your password becomes compromised. You are fully liable for all of your activities or omissions in connection with the Prizzma Website and all activities on the Prizzma Website originating from your username and password, including unauthorized use. Your access to and use of the Prizzma Website are subject to the Prizzma Documents. We may provide, expand or discontinue any features on the Prizzma Website at any time. We retain the right at our sole discretion to deny access to anyone to our Prizzma Website and the Prizzma Benefits for violating this Agreement. You agree not to use the Program for any unlawful purpose.

Prizzma Website Content

. The text, graphics, images, video, metadata, design, organization, compilation, look and feel, advertising and all other protectable intellectual property (the “Content”) on our Prizzma Website is our property or the property of our affiliates and service providers and is protected by copyright and other intellectual property laws. You agree not to rearrange or modify the Content. You agree not to create abstracts from, scrape or display our Content for use on another website or service.

Prizzma Website “As Is

.” We do not represent or warrant that you will have continuous or uninterrupted access to our Prizzma Website or the Content thereon, or that the functions of our Prizzma Website will be error free. The Prizzma Website is provided to you “as is” and “as available,” and Operator and its service providers make no representation or warranty relating to the Prizzma Website, including, without limitation, its performance, availability, Content, or functions. Your sole remedy for any failure or non-performance of our Prizzma Website shall be for us to use commercially reasonable efforts to perform an adjustment or repair of the Prizzma Website.

Links or Pointers to Other Websites. Operator makes no representations about any other website that you may access through our Prizzma Website. When you access a non- Prizzma website, you do so understanding that it is independent from us,


and that we have no control over the content thereon. In addition, a hyperlink to a non-Prizzma website does not mean that we endorse or accept any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. Access to any third party website linked to our Prizzma Website is entirely at your own risk.

G. ASSUMPTION OF RISK; INDEMNIFICATION

By accepting the terms of these Terms and Conditions, you acknowledge that your enjoyment of the Prizzma Benefits, including all Prizzma Inventory and Additional Opportunities, is undertaken with full knowledge of the risk of possible injury and/or death. You accept any and all risk of injury or death sustained by you or any family, friends, invitees and Guests, and the family, friends and invitees of Guests (each being a “User”), while in occupancy of or while using any Accommodations or receiving any Prizzma Benefits or otherwise directly or indirectly related to your participation in Prizzma. In no event will Operator or any of its partners, officers, managers, employees, directors, shareholders, agents, representatives, parent companies, affiliates and subsidiaries and their predecessors, successors and assigns, and their respective attorneys or advisors (each, an “Indemnitee”) be liable for, and you hereby release such persons from and waive all claims whatsoever for: (a) any consequential, indirect, incidental, special or punitive damages, under any legal theory including, but not limited to, breach of contract or negligence (including, for example, consequential damages relating to the cancellation of any Confirmed Reservation by Operator); (b) any personal or bodily injury, damage, accident, loss or theft of property that occurs in connection with your use and occupancy of any Accommodations or receipt of any Prizzma Benefits; and (c) any damages, losses, penalties, expenses or costs resulting from any act or omission of any other individual or entity providing products and/or services in connection with the Prizzma Benefits; and any liability of such persons in connection with any claim or action arising out of or in connection with your participation in Prizzma and/or the Prizzma Benefits shall be limited to reimbursement of amounts which you have paid to Operator under the Prizzma Documents. Each time you renew your participation at the end of any Participation Term or reserve any Prizzma Benefits, any and all claims against the Indemnities are and shall be waived and the Indemnities are and shall be released from any and all liability arising from your participation with respect to a claim which may have occurred through the date of the renewal or reservation, as applicable. You agree to indemnify and hold the Indemnitees forever harmless from any and all loss, cost, claim, injury, damage or liability (including reasonable attorney's fees) sustained or incurred resulting from the above-described risk of injury and/or death to you or any User, any asserted or threatened claims arising from, related to, or in connection with

your breach (or the breach by any User) of the Prizzma Documents, any fraud committed by you or any User, any damage to an Accommodation or Resort, or any property of Operator or its third party service providers and affiliates caused by you or any User, any violation of laws or rights of a third party by you or any User, the use of the Prizzma Website by any third party and/or any act or omission of the Indemnitees, unless the same results from the gross negligence or willful misconduct of any of the Indemnitees. We reserve the right, at your expense, to assume the exclusive defense of any matter subject to indemnification by you, and you agree to cooperate with us in such defense.

H. PRIVACY

We believe in protecting your privacy. Your registration data and other information about you are subject to our Privacy Policy

.

I. ASSIGNMENT

Your participation is personal to you and not assignable or transferable in whole or in part, nor shall it be pledged or encumbered, without Operator’s prior written consent except as otherwise expressly provided in your Prizzma Benefits Handbook. If a Participant conveys his or her Vacation Interest, the grantee/purchaser will acquire the Participant’s Vacation Interest subject to any outstanding Prizzma Reservations. You may not withdraw from the Program until the expiration of your Participation Term.

J. AMENDMENTS Operator reserves the right to amend these Terms and Conditions at any time and for any lawful reason in its sole discretion. These Terms and Conditions will be effective as to each Participant commencing on such Participant’s electronic acceptance hereof and will continue to be effective, as amended from time to time, until participation is terminated or ended or an amendment to these Terms and Conditions becomes effective, from which point the amended document shall control. Participants will be provided with notice of all material changes to these Terms and Conditions subsequent to the Effective Date. Operator reserves the right to provide such notice via email and/or posting on the Prizzma Website and/or the website of any applicable Developer-Participant. Operator further reserves, in its sole discretion, the right to modify, waive or eliminate any term or condition with respect to any Participant or Participant Category, including, without limitation, any and all fees. Should Operator allow any Participant to deviate from the provisions of any Prizzma Document, Operator may insist on strict compliance


at any time after written notice. Operator’s silence or inaction may not be used to establish a waiver, consent, course of dealing, implied modification or estoppel. All modifications, waivers, approvals and consents of or under the Prizzma Documents by Operator must be in writing and signed or promulgated by Operator’s authorized representative to be effective. The provisions of these Terms and Conditions shall survive termination of your Prizzma participation.

K. GENERAL The Participation Agreement, the Disclosure Guide, these Terms and Conditions and the other Prizzma Documents constitute the entire agreement between us and you pertaining to the subject matter hereof, and supersede all previous communications, representations, or agreements, either oral or written, between the parties relating to such subject matter. All Participants are deemed to have consented to the terms and conditions of their Developer-Participant’s Prizzma Benefits Agreement, as applicable, and to have further consented to the appointment of their respective Developer-Participant, as applicable, as their authorized representative to act on behalf of such Participants with respect to such Prizzma Benefits Agreement and the Program. Wherever a Developer-Participant’s acknowledgement, consent, understanding or agreement is stated or implied in the applicable Prizzma Benefits Agreement, such acknowledgement, consent, understanding or agreement shall be deemed to also have been given by Participant. In addition to all other rights of Operator in the Prizzma Documents, Operator shall have the right to take such actions, as determined by Operator in its discretion, to ensure the continuing operations and integrity of the Program. Such actions may include, for example, restricting the ability of certain Participants or Participant Categories to access certain Prizzma Benefits, restricting the timing or amount of Prizzma Credits that may be distributed and changing Prizzma Credit Issuance Events

and adjusting the Prizzma Credit value of Vacation Points, Inventory, Additional Benefits and other products. These Terms and Conditions and the other Prizzma Documents shall be construed in accordance with the laws of the State of Florida. By participating in Prizzma, each Participant irrevocably and unconditionally submits for itself and its property, to the jurisdiction of the courts of Palm Beach County, Florida for any and all disputes arising in relation to Prizzma. Participants agree that not to institute or seek to institute any litigation arising out of or relating to Prizzma in any forum other than a court of Palm Beach County, Florida. EACH PARTICIPANT HEREBY WAIVES THE RIGHT TO A JURY TRIAL IN ANY ACTION RELATED TO THESE TERMS AND CONDITIONS AND THE OTHER PRIZZMA DOCUMENTS OR THE RELATIONSHIP BETWEEN ANY INDEMNITEE AND ANY PARTICIPANT, GUEST, FAMILY MEMBER, INVITEE, USER, AND ANY OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. If any legal action is initiated by a Participant or a User or by Operator pertaining, directly or indirectly, to the Prizzma Documents or Operator in general, and Operator prevails, that Participant or User shall, without limitation, pay all costs incurred by Operator in defending such action, including reasonable attorneys’ fees, paralegal fees and court costs. Operator’s logo, brand name and other trademarks may not be used without the prior written permission of Operator. Other logos and brand names described herein may be trademarks of their respective owners. These Terms and Conditions and the other Prizzma Documents are exclusively for the benefit of Operator and the Participants. There are no third party beneficiaries. No agreement between Operator and anyone else is for Participant’s benefit.

PRIZZMA, PRIZZMA EXCHANGE PROGRAM, PRIZZMA INVENTORY COLLECTION, and related markings and design are

trademarks that may not be used without the prior written permission of Operator and its affiliates. Other brand names may be trademarks of their respective owners. © 2013 Prizzma, LLC and its affiliates.

PARTICIPATION AGREEMENT

I have read, understand and agree to the Prizzma Terms and Conditions,

Disclosure Guide and Privacy Policy, each incorporated into this Participation Agreement, and agree to participate in the Bluegreen Vacation Club Participant Category of Prizzma for the initial Participation Term described in the Prizzma Documents (as defined in the Terms and Conditions). I acknowledge that this Participation Agreement is not valid until accepted by Prizzma, LLC at its principal office located at 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431 and shall be deemed wholly made and formed at such office. I agree to be bound by, and that my participation is subject to, the Prizzma Documents..

Signature: ____________________________

Signature: ____________________________

Print Name: _____________________

Print Name: _____________________

Date: _____________________

Date: _____________________